Common use of Holdback Agreements Clause in Contracts

Holdback Agreements. If the Company or any Stockholder that owns at least 5% of the outstanding Shares (or, in the case of Temasek Investor, 10% of the outstanding Shares) sells in an Underwritten Offering, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholder) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agrees, as contemplated in this Section 5.06, not to (and to cause its Permitted Transferees and Affiliates not to) Transfer, directly or indirectly (including by means of any short sale) any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter for such Underwritten Offering. If any registration pursuant to Section 5.02 or Section 5.04 shall be in connection with any Underwritten Offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.

Holdback Agreements. The restrictions in this Section 5 shall apply to a Holder for as long as such Holder is the beneficial owner of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 of the Exchange Act. If the Company proposes to sell Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares (orSecurities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the case of Temasek Investor, 10% of the outstanding Shares) sells Holders have been provided piggyback rights in an Underwritten Offeringaccordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Holders) that a public sale or distribution of Registrable Shares securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesHolder shall agree, severally and not jointly, as contemplated in this Section 5.065, not to (and to cause its Permitted Transferees and Affiliates controlled by such Holder or under common control with such Holder, not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable SharesSecurities) for a period (each such period, a “Holdback Period”) beginning on the 10th tenth day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th ninetieth day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Holders, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offering, writing in form and substance satisfactory to the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement and the managing underwriters. Notwithstanding the foregoing, (i) on Form X-0the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, Xxxx X-0 or any successor forms promulgated for if any, also execute agreements substantially similar purposes or to such Holdback Agreement, (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback PeriodPeriod applicable to the Holders shall not be longer than that which is applicable to any other holder of Shares and (iii) any agreement with the underwriters with respect to a Holdback Period shall provide that the underwriters may not waive the holdback period for any other holder of Shares unless it is similarly waived for the Holders. A Holdback Agreement shall not apply to (i) the exercise of any warrants or options to purchase securities of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise), (ii) any securities included in the underwritten offering giving rise to the application of this Section 5 or (iii) any Permitted Transfer.

Holdback Agreements. If (a) Each Covered Person agrees that if requested in writing in connection with an underwritten offering made pursuant to a Registration Statement for which such Covered Person has registration rights pursuant to this Article II by the Company managing underwriter or underwriters of such underwritten offering, such holder will not effect any Public Sale or distribution of any of the securities being registered or any Stockholder that owns at least 5% securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the effective date of the outstanding Shares Company’s initial public offering of the Class A Common Stock (the “IPO Holdback Period”), except as part of such Initial Public Offering, or, in the case of Temasek Investorany subsequent underwritten offering pursuant to this Agreement, 10% during the period beginning seven days prior to, and ending 90 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 Covered Persons). If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the outstanding SharesIPO Holdback Period or a Follow-On Holdback Period (as applicable) sells or (ii) prior to the expiration of the IPO Holdback Period or a Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the IPO Holdback Period or the Follow-On Holdback Period (as applicable) will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, no Follow-On Holdback Period shall apply to any person who (i) is not an executive officer or director of the Company, a selling stockholder in an Underwritten Offering, and if the managing underwriters for such offering advise or a person selling Holdings Units to the Company (in which case Company, Holdings or any of the Company promptly shall notify each Stockholder) that a public their respective subsidiaries if such purchase is funded by the sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested Class A Common Stock by the Company, each of the Stockholders hereby agrees, as contemplated in this Section 5.06, not to (and to cause its Permitted Transferees and Affiliates not to) Transfer, directly or indirectly (including by means of any short sale) any Registrable Shares (Holdings or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each their respective subsidiaries in such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) offering and (ii) holds, together with its affiliates, less than 1% of the period agreed upon by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lockthen-up letter reflecting this agreement and deliver it to the managing underwriter for such Underwritten Offering. If any registration pursuant to Section 5.02 or Section 5.04 shall be in connection with any Underwritten Offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodoutstanding Class A Common Stock.

Holdback Agreements. If (a) No holder of Registrable Securities shall sell, transfer, make any short sale of, grant any option for the Company purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) (a “Sale Transaction”) of any Equity Securities of the Corporation, or any Stockholder that owns at least 5% of the outstanding Shares (or, in the case of Temasek Investor, 10% of the outstanding Shares) sells in an Underwritten Offering, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholder) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agrees, as contemplated in this Section 5.06, not to (and to cause its Permitted Transferees and Affiliates not to) Transfer, directly or indirectly (including by means of any short sale) any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter for such Underwritten Offering. If any registration pursuant to Section 5.02 or Section 5.04 shall be in connection with any Underwritten Offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) any such Equity Securities, during the period beginning on the date the Corporation delivers notice of such offering to such holder and through the date that is 180-days after the effective date of the Corporation’s initial Public Offering (the “IPO Holdback Period”), except as part of such initial Public Offering. In connection with all underwritten Demand Registrations and underwritten Piggyback Registrations (other than the initial Public Offering), no holder of Registrable Securities shall effect any such Sale Transaction during the period beginning on the date the Corporation delivers notice of such offering to such holder and through the date that is ninety (90) days after, the effective date of such Public Offering (each, a registration statement “Following Holdback Period”), except as part of such Public Offering. If (i) on Form X-0the Corporation issues an earnings release or other material news or a material event relating to the Corporation and its Subsidiaries occurs, Xxxx X-0 in either case during the last seventeen (17) days of the IPO Holdback Period or any successor forms promulgated for similar purposes Following Holdback Period (as applicable) or (ii) filed in connection with an exchange offer prior to the expiration of the IPO Holdback Period or any employee benefit or dividend reinvestment plan) for its own accountFollowing Holdback Period (as applicable), the Corporation announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4) or any similar rule then in effect, the IPO Holdback PeriodPeriod or any Following Holdback Period (as applicable) shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Corporation may impose stop-transfer instructions with respect to the Equity Securities (or other securities) subject to the foregoing restriction until the end of such period, including any period of Holdback Extension. The foregoing restrictions shall not prohibit transfers of Equity Securities by the Executive to family members or for the Executive’s estate planning purposes.

Holdback Agreements. (a) If and whenever the Company proposes to register any of its equity securities under the Securities Act for its own account (other than pursuant to (i) a registration on Form S-4 or S-8 or any Stockholder that owns at least 5% successor form or (ii) a registration of securities which are a combination of debt and equity) or is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 1.1 or 2, each (x) Xxxxx Stockholder, upon written request of the outstanding Shares managing underwriter for any underwritten offering, agrees and (ory) holder of Registrable Securities (other than the Xxxxx Stockholders) agrees by acquisition of such Registrable Securities not to effect any sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, or to request registration under Section 1.1 of any Registrable Securities within seven days prior to and 90 days (unless advised by the managing underwriter that a longer period, not to exceed 180 days, is required, or such shorter period as the managing underwriter for any underwritten offering may agree) after the effective date of the registration statement relating to such registration (the “Trigger Date”), except as part of such registration or unless, in the case of Temasek Investor, 10% of the outstanding Shares) sells in an Underwritten Offering, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholder) that a public sale or distribution not involving a public offering, the transferee agrees in writing to be subject to this Section 5, even if such Registrable Securities cease to be Registrable Securities upon such transfer; provided that, with respect to any Shelf Registration Statement, the Trigger Date shall be the pricing of any offering made under such registration statement. If requested by such managing underwriter, each holder of Registrable Shares outside Securities agrees to execute an agreement to such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agrees, as contemplated in this Section 5.06, not to (and to cause its Permitted Transferees and Affiliates not to) Transfer, directly or indirectly (including by means of any short sale) any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon by the selling Stockholders and effect with the Company in the underwriting and consistent with such managing underwriter’s customary form of holdback agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter for such Underwritten Offering. If any registration pursuant to Section 5.02 or Section 5.04 shall be in connection with any Underwritten Offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.

Holdback Agreements. If the Company (a) Each Holder agrees not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Stockholder that owns at least 5% equity securities of the outstanding Shares (or, in the case of Temasek Investor, 10% of the outstanding Shares) sells in an Underwritten Offering, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholder) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agrees, as contemplated in this Section 5.06, not to (and to cause its Permitted Transferees and Affiliates not to) Transfer, directly or indirectly (including by means of any short sale) any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter for such Underwritten Offering. If any registration pursuant to Section 5.02 or Section 5.04 shall be in connection with any Underwritten Offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equitysuch securities, enter into a transaction which would have the same effect or would otherwise effect a public sale or distribution (including sales pursuant to Rule 144), or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such securities or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the period beginning seven days before and ending 90 days after the effective date of any underwritten public offering of any equity securities of the Company (including Demand and Piggyback Registrations) (or such longer or shorter period (but not ending later than 180 days after effectiveness) as may be requested in writing by the managing underwriter and agreed to in writing by the Company) (the “Market Standoff Period”), except as part of such underwritten registration if otherwise permitted, unless the underwriters managing the underwritten public offering otherwise agree and such agreement permits all Holders of Registrable Securities to sell such securities on a pro rata basis. In addition, each Holder of Registrable Securities agrees to execute any further letters, agreements and/or other than a registration statement (i) on Form X-0, Xxxx X-0 documents reasonably requested by the Company or any successor forms promulgated for similar purposes or (ii) filed in connection its underwriters which are consistent with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback terms of this Section 2.3(a). The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

Holdback Agreements. The restrictions in this Section shall apply for as long as Seller is the beneficial owner of any Registrable Securities. If Purchaser sells Purchaser Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Purchaser Shares in a primary underwritten offering pursuant to any registration statement under the Company or any Stockholder that owns at least 5% of the outstanding Shares Securities Act (orbut only if Seller is provided its piggyback rights, if any, in the case of Temasek Investoraccordance with Sections 3(a) and 3(b)), 10% of the outstanding Sharesor if any other Person sells Purchaser Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) sells in an Underwritten Offeringand 3(c), and if the managing underwriters for such offering advise the Company Purchaser (in which case the Company Purchaser promptly shall notify each StockholderSeller) that a public sale or distribution of Registrable Purchaser Shares outside such offering would materially adversely affect such offering, then, if requested by the CompanyPurchaser, each of the Stockholders hereby agreesSeller shall agree, as contemplated in this Section 5.06Section, not to (and to cause its Permitted Transferees and Affiliates not to) Transfersell, directly or indirectly (including by means of any short sale) request the registration of, any Registrable Shares Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable SharesSecurities) for a period (each such period, a “Holdback Period”) beginning on the 10th 15th day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (ia) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) extensions); and (iib) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of Seller, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in form and substance satisfactory to Purchaser and the managing underwriters. Notwithstanding the foregoing, Seller shall not be obligated to make a Holdback Agreement unless Purchaser and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement relating to public sales or distributions of Purchaser Shares outside the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodapplicable offering.

Holdback Agreements. The restrictions in this Section 6 shall apply for as long as the Investor is the beneficial owner of any Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares Securities Act (orbut only if the Investor is provided its piggyback rights, if any, in the case of Temasek Investoraccordance with Sections 3(a) and 3(b)), 10% of the outstanding Sharesor if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) sells in an Underwritten Offeringand 3(b), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Investor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.066, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities securities, including the Warrants, of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Investor shall not be obligated to make a Holdback Agreement unless the Company will and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement apply to (i) on Form X-0, Xxxx X-0 the exercise of any warrants or any successor forms promulgated for similar purposes options to purchase shares of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise) or (ii) filed any Shares included in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodunderwritten offering giving rise to the application of this Section 6.

Holdback Agreements. The restrictions in this Section 6 shall apply only for as long as the Man Group is the beneficial owner of any Registrable Common Shares. If the Company sells Common Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Common Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5registration statement under the Securities Act (whether or not the Shareholder is given an opportunity to participate), or if any other Person sells Common Shares in a secondary underwritten offering pursuant to a Piggyback Registration and the Shareholder is given an opportunity (not subsequently reduced by more than 25% or withdrawn pursuant to the “cut-back” provisions of the outstanding Shares (or, this Agreement) to participate in the case of Temasek Investor, 10% of the outstanding Shares) sells in an Underwritten Offeringoffering, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Shareholder) that a public sale or distribution of Registrable Common Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesMan Group shall agree, as contemplated in this Section 5.066, not to (and to cause its Permitted Transferees and controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Common Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Common Shares) for a period equal (each such period, a “Holdback Period”) to the lesser of (i) ninety-one (91) days beginning on the 10th day before and including the pricing date for such underwritten offering and (ii) such shorter period as to which the Underwritten Offering managing underwriters for such offering may agree (each such agreement of Man Group, a “Holdback Agreement”). Notwithstanding the foregoing, the Shareholder shall not be subject to more than one Holdback Agreement relating to an underwritten offering pursuant to a Piggyback Registration during any rolling period of 365 days, other than any such Holdback Agreement relating to an underwritten offering in which the Shareholder was permitted to participate without being subject to an underwriters’ cutback. Each Holdback Agreement shall be in writing in form satisfactory to the Company and extending through the earlier managing underwriters. Notwithstanding the foregoing, Man Group shall not be obligated to make a Holdback Agreement unless the Company, each selling shareholder in such offering, all of the Company’s officers and directors and each Person (if any) who beneficially owns 10% or more of the outstanding Common Shares and has the right to require the Company to register Common Shares for sale under the Securities Act (collectively, “Other Holdback Parties”) also execute agreements substantially identical to such Holdback Agreement. Each Holdback Agreement shall provide that Man Group shall be released from its obligations thereunder if and when any of the Other Holdback Parties is released (in whole or in part) from the prohibition on offers and sales of Common Shares in its hold back agreement relating to the same offering (other than a release of an individual that is due to a personal hardship and affects only a small number of Common Shares), and the Company shall promptly notify Man Group of any such release. A Holdback Agreement shall not apply to (i) the 90th day after such pricing date (subject exercise of any warrants or stock options to customary automatic extension in the event purchase shares of the release of earnings results of or material news relating Company (provided that such restrictions shall apply with respect to the Company) and securities issuable upon such exercise), (ii) transfers to Affiliates where the period agreed upon transferee agrees in writing with the Company to be bound by the selling Stockholders and the Company terms hereof, or (iii) any Registrable Common Shares included in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it underwritten offering giving rise to the managing underwriter for such Underwritten Offeringapplication of this Section 6. If A Holdback Agreement shall prohibit Man Group and its controlled Affiliates from entering into any registration pursuant to Section 5.02 hedging or Section 5.04 shall be similar arrangement in connection with any Underwritten Offering, respect of the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback PeriodRegistrable Common Shares.

Holdback Agreements. The restrictions in this Section 6 shall apply for as long as the Investor is the beneficial owner of any Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares Securities Act (orbut only if the Investor is provided its piggyback rights, if any, in the case of Temasek Investoraccordance with Sections 3(a) and 3(b)), 10% of the outstanding Sharesor if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) sells in an Underwritten Offeringand 3(b), and if (x) (A) the Investor sells Registrable Shares in such offering or (B) C. Xxxx Xxxxxx or any Restricted Person (as defined in the Cooperation Agreement referred to in the Purchase Agreement) serves on the Board of Director of the Company at the time of such offering and (y) the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Investor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.066, not to (and to cause its Permitted Transferees and controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th fifth day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Investor shall not be obligated to enter into a Holdback Agreement unless the Company will and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not effect any public sale or distribution apply to (x) the exercise of any common equity warrants or options to purchase shares of the Company (or provided that such restrictions shall apply with respect to the securities convertible into or exchangeable or exercisable for common equityissuable upon such exercise) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (iiy) filed any Shares included in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodunderwritten offering giving rise to the application of this Section 6.

Holdback Agreements. The restrictions in this Section 5 shall apply to a Holder for as long as such Holder is the beneficial owner of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 of the Exchange Act. If the Company proposes to sell Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares (orSecurities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the case of Temasek Investor, 10% of the outstanding Shares) sells Holders have been provided piggyback rights in an Underwritten Offeringaccordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Holders) that a public sale or distribution of Registrable Shares securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesHolder shall agree, severally and not jointly, as contemplated in this Section 5.065, not to (and to cause its Permitted Transferees and Affiliates controlled by such Holder or under common control with such Holder, not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable SharesSecurities) for a period (each such period, a “Holdback Period”) beginning on the 10th tenth day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th ninetieth day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Holders, a “ Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offering, writing in form and substance satisfactory to the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement and the managing underwriters. Notwithstanding the foregoing, (i) on Form X-0the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, Xxxx X-0 or any successor forms promulgated for if any, also execute agreements substantially similar purposes or to such Holdback Agreement, (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback PeriodPeriod applicable to the Holders shall not be longer than that which is applicable to any other holder of Shares and (iii) any agreement with the underwriters with respect to a Holdback Period shall provide that the underwriters may not waive the holdback period for any other holder of Shares unless it is similarly waived for the Holders. A Holdback Agreement shall not apply to (i) the exercise of any warrants or options to purchase securities of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise), (ii) any securities included in the underwritten offering giving rise to the application of this Section 5 or (iii) any Permitted Transfer.

Holdback Agreements. If The restrictions in this Section 7 shall apply for as long as any Investor is the beneficial owner of any Registrable Shares. (1) In connection with a Redemption Offering, (2) if the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in any Stockholder that owns at least 5% of other primary underwritten offering pursuant to any registration statement under the outstanding Shares Securities Act (orbut only if the Investors are provided their piggyback rights, if any, in the case of Temasek Investoraccordance with Sections 3(a) and 3(b)), 10% of the outstanding Sharesor (3) if any other Person sells Shares in an Underwritten Offeringa secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) and 3(b), and if the managing underwriters for such offering (under any of clauses (1), (2) or (3)) advise the Company (in which case the Company promptly shall notify each StockholderInvestor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the CompanyCompany or, in the case of a Redemption Offering, if requested by Berkshire, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.067, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Redemption Offering or other applicable offering and extending through the earlier of (i) the 90th 120th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of each Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten writing in form and substance reasonably satisfactory to the Company and the managing underwriters and, in the case of a Redemption Offering, Berkshire. Notwithstanding the foregoing, except for a Redemption Offering, no Investor shall be obligated to make any Holdback Agreement unless the Company will and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreements. A Holdback Agreement shall not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement apply to (i) on Form X-0, Xxxx X-0 the exercise of any warrants or any successor forms promulgated for similar purposes options to purchase shares of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise) or (ii) filed any Shares included in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodunderwritten offering giving rise to the application of this Section 7.

Holdback Agreements. The restrictions in this Section 5 shall apply for as long as the Investor is the beneficial owner of any Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares Securities Act (orbut only if the Investor is provided its piggyback rights, if any, in the case of Temasek Investoraccordance with Sections 3(a) and 3(b)), 10% of the outstanding Sharesor if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) sells in an Underwritten Offeringand 3(b), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Investor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.065, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) ), and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Investor shall not be obligated to make a Holdback Agreement unless the Company will and each selling shareholder, if any, in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement apply to (i) on Form X-0the exercise of any warrants or options to purchase shares of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise), Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed any Shares included in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodunderwritten offering giving rise to the application of this Section 5.

Holdback Agreements. The restrictions in this Section 6 shall apply for as long as the Investor is the beneficial owner of any Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares Securities Act (orbut only if the Investor is provided its piggyback rights, if any, in the case of Temasek Investoraccordance with Section 3(a) and Section 3(b)), 10% of the outstanding Sharesor if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Section 3(a) sells in an Underwritten Offeringand Section 3(b), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Investor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.066, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfer), in a public sale, sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th tenth (10th) day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th ninetieth (90th) day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Investor shall not be obligated to make a Holdback Agreement unless the Company will and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement apply to (i) on Form X-0, Xxxx X-0 the exercise of any warrants or any successor forms promulgated for similar purposes options to purchase shares of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise) or (ii) filed any Shares included in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodunderwritten offering giving rise to the application of this Section 6.

Holdback Agreements. The restrictions in this Section 6 shall apply for as long as the Investor is the beneficial owner of any Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in the United States in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares Securities Act or in Spain pursuant to an OPS (orbut only if the Investor is provided its piggyback rights, if any, in the case of Temasek Investoraccordance with Sections 3(a) and 3(b)), 10% of the outstanding Sharesor if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) sells in an Underwritten Offeringand 3(b), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Investor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.066, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 180th day, in the case of the initial public offering of Shares, or the 90th day day, in the case of any subsequent offerings, in each case after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in customary form and substance satisfactory to the Company, the managing underwriters and the Investor. Notwithstanding the foregoing, the Investor shall not be obligated to make a Holdback Agreement unless the Company will and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement apply to (i) on Form X-0the exercise of any warrants or options to purchase shares of the Company (provided, Xxxx X-0 or any successor forms promulgated for similar purposes that such restrictions shall apply with respect to the securities issuable upon such exercise) or (ii) filed any Shares included in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodunderwritten offering giving rise to the application of this Section 6.

Holdback Agreements. The restrictions in this Section 6 shall apply for as long as the Investor is the beneficial owner of any Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares Securities Act (orbut only if the Investor is provided its piggyback rights, if any, in the case of Temasek Investoraccordance with Sections 3(a) and 3(b)), 10% of the outstanding Sharesor if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) sells in an Underwritten Offeringand 3(c), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Investor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.066, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Investor shall not be obligated to enter into a Holdback Agreement unless the Company will and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not effect any public sale or distribution apply to (x) the exercise of any common equity warrants or options to purchase shares of the Company (or provided that such restrictions shall apply with respect to the securities convertible into or exchangeable or exercisable for common equityissuable upon such exercise), (y) (other than a registration statement (i) on Form X-0any Shares included in the underwritten offering giving rise to the application of this Section 6, Xxxx X-0 or any successor forms promulgated for similar purposes or (iiz) filed in connection with an exchange offer any Shares of the Company’s capital stock owned or held by any employee benefit plan of the Investor or dividend reinvestment plan) for its own account, during the Holdback Periodmajority-controlled Affiliates.

Holdback Agreements. If the Company or any Stockholder that owns at least 5% of the outstanding Shares (or, in the case of Temasek Investor, 10% of the outstanding Shares) sells in an Underwritten Offering, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholder) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agrees, as contemplated in this Section 5.06, not to (and to cause its Permitted Transferees and Affiliates not to) Transfer, directly or indirectly (including by means of any short sale) any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon by the selling Stockholders and the Company in the underwriting agreement, and to Table of Contents sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter for such Underwritten Offering. If any registration pursuant to Section 5.02 or Section 5.04 shall be in connection with any Underwritten Offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.

Holdback Agreements. The restrictions in this Section 6 shall apply for as long as the Investor is the beneficial owner of any Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares Securities Act (orbut only if the Investor is provided its piggyback rights, if any, in the case of Temasek Investoraccordance with Sections 3(a) and 3(b)), 10% of the outstanding Sharesor if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) sells in an Underwritten Offeringand 3(b), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Investor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.066, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Investor shall not be obligated to enter into a Holdback Agreement unless the Company will and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement apply to (i) on Form X-0the exercise of any warrants or options to purchase shares of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise), Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed any Shares included in connection with an exchange offer the underwritten offering giving rise to the application of this Section 6, or (iii) any Shares of the Company’s capital stock owned or held by any employee benefit plan of the Investor or dividend reinvestment plan) for its own account, during the Holdback Periodmajority-controlled Affiliates.

Holdback Agreements. The restrictions in this Section 6 shall apply for as long as the Investor is the beneficial owner of any Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a 45424574 10 primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares Securities Act (orbut only if the Investor is provided its piggyback rights, if any, in the case of Temasek Investoraccordance with Sections 3(a) and 3(b)), 10% of the outstanding Sharesor if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) sells in an Underwritten Offeringand 3(c), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Investor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.066, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Investor shall not be obligated to enter into a Holdback Agreement unless the Company will and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not effect any public sale or distribution apply to (x) the exercise of any common equity warrants or options to purchase shares of the Company (or provided that such restrictions shall apply with respect to the securities convertible into or exchangeable or exercisable for common equityissuable upon such exercise), (y) (other than a registration statement (i) on Form X-0any Shares included in the underwritten offering giving rise to the application of this Section 6, Xxxx X-0 or any successor forms promulgated for similar purposes or (iiz) filed in connection with an exchange offer any Shares of the Company’s capital stock owned or held by any employee benefit plan of the Investor or dividend reinvestment plan) for its own account, during the Holdback Periodmajority-controlled Affiliates.

Holdback Agreements. If In the event that the Company or determines to register any Stockholder that owns at least 5% of the outstanding Shares (or, in the case its shares of Temasek Investor, 10% of the outstanding Shares) sells Company Common Stock in an Underwritten Offeringunderwritten public offering in a registration statement filed under the Securities Act of 1933 (the "Act") covering the sale of Company Common Stock to the public, and if the managing underwriters for such offering advise or lead underwriter thereof requests that the Company (in which case the Company promptly shall notify each Stockholder) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agrees, as contemplated in this Section 5.06, Old Lexford Shareholders agree not to (and to cause its Permitted Transferees and Affiliates not to) Transfer, directly or indirectly (including by means of any short sale) any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter for such Underwritten Offering. If any registration pursuant to Section 5.02 or Section 5.04 shall be in connection with any Underwritten Offering, the Company will not effect any public sale or distribution (including sales pursuant to Rule 144 promulgated under the Act) of equity securities of the Company or any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than such equity securities during a period of time beginning on the date of the initial filing of the registration statement and ending on a date not more than one year after the date such registration statement is declared effective (ithe "Holdback Period"), the Old Lexford Shareholders will agree to comply with such request and will execute any and all documents reasonably required by the underwriters evidencing the same. Provided, however, that in the event that any of the members of management (including directors) on Form X-0of the Company are permitted by the underwriters to agree to a shorter Holdback Period than one (1) year, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection then the Holdback Period provided herein shall be shortened to such shorter period. Notwithstanding the foregoing, the holdback agreement with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, Ralpx Xxxxxxxx xxxll provide that Mr. Xxxxxxxx xxx sell up to 25,000 shares during the Holdback PeriodPeriod provided that in no single month shall Mr. Xxxxxxxx xxxl more than 8,334 shares.

Holdback Agreements. The restrictions in this Section 6 shall apply for as long as the Investor is the beneficial owner of any Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares Securities Act (orbut only if the Investor is provided its piggyback rights, if any, in the case of Temasek Investoraccordance with Sections 3(a) and 3(b)), 10% of the outstanding Sharesor if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) sells in an Underwritten Offeringand 3(b), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Investor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.066, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day tenth (10th)day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th day ninetieth (90th)day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Investor shall not be obligated to make a Holdback Agreement unless the Company will and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement apply to (i) on Form X-0, Xxxx X-0 the exercise of any warrants or any successor forms promulgated for similar purposes options to purchase shares of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise) or (ii) filed any Shares included in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodunderwritten offering giving rise to the application of this Section 6.

Holdback Agreements. The restrictions in this Section 6 shall apply for as long as the Investor is the beneficial owner of any Registrable Shares or any Shares that were but have ceased to be Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Securities Act (whether or not the Investor is given an opportunity to participate), or if any other Person sells Shares (or, in a secondary underwritten offering pursuant to a Piggyback Registration and the Investor is given an opportunity to participate in the case of Temasek Investor, 10% of the outstanding Shares) sells in an Underwritten Offeringoffering, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Investor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.067, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares or former Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable such Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th 10 th day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Company will Investor shall not effect be obligated to make a Holdback Agreement unless the Company, each selling shareholder in such offering and all of the Company’s officers and directors (collectively, “Other Holdback Parties”) also execute agreements substantially similar to such Holdback Agreement. Each Holdback Agreement shall provide that the Investor shall be released from its obligations thereunder if and when any public sale of the Other Holdback Parties is released (in whole or distribution in part) from the prohibition on offers and sales of any common equity (or securities convertible into or exchangeable or exercisable for common equity) Shares in its holdback agreement relating to the same offering (other than a registration statement release of an individual that is due to a personal hardship and affects only a small number of Shares), and the Company shall promptly notify the Investor of any such release. A Holdback Agreement shall not apply to (i) on Form X-0the exercise of any warrants or options to purchase shares of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise), Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed transfers in connection accordance with an exchange offer Section 11 and Section 12, if the transferee also agrees in writing with the Company to be bound by such Holdback Agreement, or (iii) any employee benefit Shares included in the underwritten offering giving rise to the application of this Section 7. A Holdback Agreement shall prohibit the Investor and its majority-controlled Affiliates from entering into any hedging or dividend reinvestment plan) for its own account, during the Holdback Periodsimilar arrangement in respect of Shares.

Holdback Agreements. The restrictions in this Section 6 shall apply for as long as the Investor is the beneficial owner of any Registrable Shares or any Shares that were but have ceased to be Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Securities Act (whether or not the Investor is given an opportunity to participate), or if any other Person sells Shares (or, in a secondary underwritten offering pursuant to a Piggyback Registration and the Investor is given an opportunity to participate in the case of Temasek Investor, 10% of the outstanding Shares) sells in an Underwritten Offeringoffering, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Investor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.067, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares or former Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable such Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Company will Investor shall not effect be obligated to make a Holdback Agreement unless the Company, each selling shareholder in such offering and all of the Company’s officers and directors (collectively, “Other Holdback Parties”) also execute agreements substantially similar to such Holdback Agreement. Each Holdback Agreement shall provide that the Investor shall be released from its obligations thereunder if and when any public sale of the Other Holdback Parties is released (in whole or distribution in part) from the prohibition on offers and sales of any common equity (or securities convertible into or exchangeable or exercisable for common equity) Shares in its holdback agreement relating to the same offering (other than a registration statement release of an individual that is due to a personal hardship and affects only a small number of Shares), and the Company shall promptly notify the Investor of any such release. A Holdback Agreement shall not apply to (i) on Form X-0the exercise of any warrants or options to purchase shares of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise), Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed transfers in connection accordance with an exchange offer Section 11 and Section 12, if the transferee also agrees in writing with the Company to be bound by such Holdback Agreement, or (iii) any employee benefit Shares included in the underwritten offering giving rise to the application of this Section 7. A Holdback Agreement shall prohibit the Investor and its majority-controlled Affiliates from entering into any hedging or dividend reinvestment plan) for its own account, during the Holdback Periodsimilar arrangement in respect of Shares.

Holdback Agreements. The restrictions in this Section 5 shall apply for as long as any Investor is the beneficial owner of any Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares Securities Act (orbut only if the Investor is provided its piggyback rights, if any, in the case of Temasek Investoraccordance with Sections 3(a) and 3(b)), 10% of the outstanding Sharesor if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) sells in an Underwritten Offeringand 3(b), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Investors) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestors shall agree, as contemplated in this Section 5.066, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Investors shall not be obligated to make a Holdback Agreement unless the Company will and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement apply to (i) on Form X-0, Xxxx X-0 the exercise of any warrants or any successor forms promulgated for similar purposes options to purchase shares of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise) or (ii) filed any Shares included in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodunderwritten offering giving rise to the application of this Section 5.

Holdback Agreements. ​ The restrictions in this Section 5 shall apply to a Holder for as long as such Holder is the beneficial owner of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 of the Exchange Act. If the Company proposes to sell Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares (orSecurities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the case of Temasek Investor, 10% of the outstanding Shares) sells Holders have been provided piggyback rights in an Underwritten Offeringaccordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Holders) that a public sale or distribution of Registrable Shares securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesHolder shall agree, severally and not jointly, as contemplated in this Section 5.065, not to (and to cause its Permitted Transferees and Affiliates controlled by such Holder or under common control with such Holder, not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable SharesSecurities) for a period (each such period, a “Holdback Period”) beginning on the 10th tenth day before the pricing date for the Underwritten Offering underwritten offering ​ and extending through the earlier of (i) the 90th ninetieth day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Holders, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offering, writing in form and substance satisfactory to the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement and the managing underwriters. Notwithstanding the foregoing, (i) on Form X-0the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, Xxxx X-0 or any successor forms promulgated for if any, also execute agreements substantially similar purposes or to such Holdback Agreement, (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.Period applicable to the Holders shall not be longer than that which is applicable to any other holder of Shares and (iii) any agreement with the underwriters with respect to a Holdback Period shall provide that the underwriters may not waive the holdback period for any other holder of Shares unless it is similarly waived for the Holders. A Holdback Agreement shall not apply to (i) the exercise of any warrants or options to purchase securities of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise), (ii) any securities included in the underwritten offering giving rise to the application of this Section 5 or (iii) any Permitted Transfer. ​

Holdback Agreements. The restrictions in this Section 6 shall apply for as long as the Investor is the beneficial owner of any Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any Stockholder that owns at least 5% of registration statement under the outstanding Shares Securities Act (orbut only if the Investor is provided its piggyback rights, if any, in the case of Temasek Investoraccordance with Sections 3(a) and 3(b)), 10% of the outstanding Sharesor if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) sells in an Underwritten Offeringand 3(b), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each Stockholderthe Investor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.066, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offeringwriting in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Investor shall not be obligated to make a Holdback Agreement unless the Company will and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement apply to (i) on Form X-0, Xxxx X-0 the exercise of any warrants or any successor forms promulgated for similar purposes options to purchase shares of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise) or (ii) filed any Shares included in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodunderwritten offering giving rise to the application of this Section 6.

Holdback Agreements. The restrictions in this Section 6.5 shall apply for as long as the Stockholder is the beneficial owner of any Registrable Shares. If the Company sells shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) shares in a primary underwritten offering pursuant to any registration statement under the Securities Act (but only if the Stockholder that owns at least 5% of the outstanding Shares (oris provided its piggyback rights, if any, in the case of Temasek Investoraccordance with Section 6.2(a) and Section 6.2(b)), 10% of the outstanding Sharesor if any other Person sells shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Section 6.2(a) sells in an Underwritten Offeringand Section 6.2(b), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify each the Stockholder) that a public sale or distribution of Registrable Shares shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesStockholder shall agree, as contemplated in this Section 5.066.5, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th tenth (10th) day before the pricing date for the Underwritten Offering underwritten offering and extending through the earlier of (i) the 90th ninetieth (90th) day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of the Stockholder, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten Offering, writing in form and substance satisfactory to the Company will and the managing underwriters. Notwithstanding the foregoing, no Stockholder shall be obligated to make a Holdback Agreement unless the Company and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement apply to (i) on Form X-0, Xxxx X-0 the exercise of any warrants or any successor forms promulgated for similar purposes options to purchase shares of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise) or (ii) filed any shares included in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodunderwritten offering giving rise to the application of this Section 6.5.

Holdback Agreements. If The restrictions in this Section 6 shall apply for as long as any Investor is the beneficial owner of any Registrable Shares. (1) In connection with a Redemption Offering, (2) if the Company sells Shares or securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in any Stockholder that owns at least 5% of other primary underwritten offering pursuant to any registration statement under the outstanding Shares Securities Act (orbut only if the Investors are provided their piggyback rights, if any, in the case of Temasek Investoraccordance with Sections 3(a) and 3(b)), 10% of the outstanding Sharesor (3) if any other Person sells Shares in an Underwritten Offeringa secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) and 3(b), and if the managing underwriters for such offering (under any of clauses (1), (2) or (3)) advise the Company (in which case the Company promptly shall notify each StockholderInvestor) that a public sale or distribution of Registrable Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each of the Stockholders hereby agreesInvestor shall agree, as contemplated in this Section 5.066, not to (and to cause its Permitted Transferees and majority-controlled Affiliates not to) Transfersell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale) ), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “Holdback Period”) beginning on the 10th day before the pricing date for the Underwritten Redemption Offering or other applicable offering and extending through the earlier of (i) the 90th day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) the period agreed upon such earlier day (if any) as may be designated for this purpose by the selling Stockholders and the Company in the underwriting agreement, and to sign a separate lock-up letter reflecting this agreement and deliver it to the managing underwriter underwriters for such Underwritten Offeringoffering (each such agreement of each Investor, a “Holdback Agreement”). If any registration pursuant to Section 5.02 or Section 5.04 Each Holdback Agreement shall be in connection with any Underwritten writing in form and substance reasonably satisfactory to the Company and the managing underwriters and, in the case of a Redemption Offering, Investor. Notwithstanding the foregoing, no Investor shall be obligated to make any Holdback Agreement unless the Company will and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreements. A Holdback Agreement shall not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement apply to (i) on Form X-0, Xxxx X-0 the exercise of any warrants or any successor forms promulgated for similar purposes options to purchase shares of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise) or (ii) filed any Shares included in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodunderwritten offering giving rise to the application of this Section 6.