Common use of Holdback Agreements Clause in Contracts

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 registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 (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 Section 5 Article II by the 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 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 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 any subsequent underwritten offering pursuant to this Agreement, 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 IPO Holdback Period or a Follow-On Holdback Period (as applicable) 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 a Holder for as long as such Holder any person who (i) is the beneficial owner of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 not an executive officer or director of the Exchange Act. If Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company proposes agrees (i) not to sell Shares effect any public sale or other distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or otherwise representing for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a right business acquisition or combination and (ii) to acquireuse all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) Shares of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a primary underwritten offering pursuant registered offering) to agree not to effect any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside any such offering would materially adversely affect Class A Common Stock during such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each except as part of such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 exerciseotherwise permitted), (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 5 6 shall apply to a Holder only for as long as such Holder NAB is the beneficial owner of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 of the Exchange ActCommon Stock. If the Company proposes to sell Shares sells Common Stock or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares Common Stock in a primary underwritten offering pursuant to any registration statement under the Securities ActAct (whether or not the Stockholder is given an opportunity to participate), or if any other Person proposes to sell securities sells Common Stock in a secondary underwritten offering pursuant to a Piggyback Registration and the Stockholder is given an opportunity (not subsequently reduced by more than twenty-five percent (25%) or withdrawn pursuant to the “cut-back” provisions of this Agreement) to participate in the offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the HoldersStockholder) that a public sale or distribution of securities Registrable Common Stock outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder NAB shall agree, severally and not jointly, as contemplated in this Section 56, not to (and to cause its controlled Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities Common Stock (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable SecuritiesCommon Stock) for a period equal (each such period, a “Holdback Period”) to the lesser of (i) ninety (90) days beginning on the tenth day before and including the pricing date for the such underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) shorter period as may be designated for this purpose by to which the managing underwriters for such offering may agree (each such agreement of the HoldersNAB, a “Holdback Agreement”). Notwithstanding the foregoing, the Stockholder 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 three hundred sixty-five (365) days, other than any such Holdback Agreement relating to an underwritten offering in which the Stockholder was permitted to participate without being subject to an underwriters’ cutback. Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders NAB shall not be obligated to enter make a Holdback Agreement unless the Company and Company, each selling shareholder in such offering, all of the Company’s officers and directors and each Person (if any) who beneficially owns ten percent (10%) or more of the outstanding Common Stock and has the right to require the Company to register Common Stock for sale under the Securities Act (collectively, “Other Holdback Parties”) also execute agreements substantially similar identical to such Holdback Agreement, (ii) the . Each Holdback 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 Agreement shall provide that NAB shall be released from its obligations thereunder if and when any of the underwriters may not waive Other Holdback Parties is released (in whole or in part) from the holdback period for prohibition on offers and sales of Common Stock 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 Stock), and the Company shall promptly notify NAB of any other holder of Shares unless it is similarly waived for the Holderssuch release. A Holdback Agreement shall not apply to (i) the exercise of any warrants or stock options to purchase securities stock of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise), (ii) transfers to Affiliates where the transferee agrees in writing with the Company to be bound by the terms hereof, or (iii) any securities Registrable Common Stock included in the underwritten offering giving rise to the application of this Section 5 6. A Holdback Agreement shall prohibit NAB and its controlled Affiliates from entering into any hedging or (iii) any Permitted Transfersimilar arrangement in respect of the Registrable Common Stock.

Holdback Agreements. The restrictions (a) No holder of Registrable Securities shall engage 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 public sale or distribution (including sales pursuant to Rule 13d-3 144) of any Equity Securities, during the seven (7) days prior to and Rule 13d-5 the ninety (90)-day period beginning on (i) the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration or (ii) 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 “pricing” date of any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offeringUnderwritten Shelf Take-Down, in each case in which Registrable Securities are included (the Holders have been provided piggyback rights “Holdback Period”), except as part of such registration or pursuant to registrations on Form S-4, unless the underwriters managing the offering agree to a shorter period in accordance with Section 3 hereofwriting, and if the managing underwriters for such offering advise the Company (in which case the Holdback Period shall be the shorter period agreed to by the managing underwriters. If requested by the underwriters managing the offering, each holder of Registrable Securities shall enter into a lock-up agreement with the applicable underwriters that is consistent with the agreement in this Section 2.3(a). The Company promptly may impose stop-transfer instructions with respect to the Equity Securities subject to the foregoing restriction until the end of such Holdback Period. Notwithstanding anything to the contrary set forth above, in connection with a Block Sale, no holder of Registrable Securities shall notify be subject to a lock-up agreement, other than, if requested by the Holdersmanaging underwriter for such offering, a holder of Registrable Securities that is participating in such Block Sale. (b) that a The Company shall not effect any public sale or distribution of securities outside its Equity Securities or any option, warrant, security or right exercisable for or convertible or exchange into any of the foregoing, during the seven (7) days prior to and during such offering would materially adversely affect such offering, then, if requested period of time (not to exceed ninety (90) days) as may be determined by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by underwriters managing such Holder or under common control with such Holder, not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the underwritten registration of, any Registrable Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of following (i) the ninetieth day after effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such pricing date (subject underwritten registration or pursuant to customary automatic extension in the event of the release of earnings results of registrations on Form S-4 or material news relating to the Companyany successor form) and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, or (ii) the Holdback Period applicable to the Holders shall not be longer than that which is applicable to “pricing” date of any other holder of Shares and (iii) any agreement with Underwritten Shelf Take-Down, in each case unless the underwriters with respect to a Holdback Period shall provide that managing 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 registered public offering otherwise agree in the underwritten offering giving rise to the application of this Section 5 or (iii) any Permitted Transferwriting.

Holdback Agreements. The restrictions in this Section 5 (a) No holder of Registrable Securities shall apply to sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a Holder for as long as such Holder is the beneficial owner of any Registrable Securities, as determined sale (including sales pursuant to Rule 13d-3 and Rule 13d-5 144) of any equity securities of the Exchange Act. If the Company proposes to sell Shares applicable Registrant, or other any securities convertible into or exchangeable or exercisable for any such equity securities, (i) in the case of any Long-Form Registration, during the seven days prior to and the one hundred eighty (180) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback Period”), except as part of such registration, unless the underwriters managing the offering agree in writing. If (i) the Registrant issues an earnings release or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback 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), the Holdback Period 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 Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or otherwise representing other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension period. (b) In connection with any underwritten public offering of the Registrant’s securities, each holder of Registrable Securities agrees to enter into any holdback, lockup or similar agreement requested by the underwriters managing such registered public offering that the holders of a right majority of the Brentwood Securities agree to acquireenter into. (c) Shares in a primary underwritten offering pursuant to Each of Holdings and Parent (and, if applicable, New Holdco) (i) shall not effect any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of its equity securities outside such offering would materially adversely affect such offering(or, thenin the case of Holdings, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short saleParent’s securities), or request the registration of, any Registrable Securities (or any securities of any Person that are convertible into or exchangeable foror exercisable for such securities, during the Holdback Period (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms thereto), unless the underwriters managing the registered public offering otherwise represent a right to acquireagree, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) shall cause each holder of each entity’s respective equity interests, or any securities convertible into or exchangeable or exercisable for such earlier day interests, purchased from such entity at any time after the date of this Agreement (if anyother than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (in each case as may be designated for this purpose extended by the managing underwriters for Holdback Extension), except as part of such offering (each such agreement of the Holdersunderwritten registration, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoingif otherwise permitted, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder underwriters managing the registered public offering otherwise agree in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Transferwriting.

Holdback Agreements. The restrictions in this Section 5 shall apply to a Holder for as long as such Holder Seller 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 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 Securities ActAct (but only if Seller is provided its piggyback rights, if any, in accordance with Sections 3(a) and 3(b)), or if any other Person proposes to sell securities sells Purchaser Shares in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights offering pursuant to a Piggyback Registration in accordance with Section 3 hereofSections 3(a) and 3(c), and if the managing underwriters for such offering advise the Company Purchaser (in which case the Company Purchaser promptly shall notify the HoldersSeller) that a public sale or distribution of securities Purchaser Shares outside such offering would materially adversely affect such offering, then, if requested by the CompanyPurchaser, each Holder Seller shall agree, severally and not jointly, as contemplated in this Section 5Section, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth 15th day before the pricing date for the underwritten offering and extending through the earlier of (ia) the 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) extensions); and (iib) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the HoldersSeller, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company Purchaser and the managing underwriters. Notwithstanding the foregoing, (i) the Holders Seller shall not be obligated to enter make a Holdback Agreement unless the Company Purchaser and each selling shareholder in such offering, if any, offering also execute agreements substantially similar to such Holdback Agreement, (ii) Agreement relating to public sales or distributions of Purchaser Shares outside the Holdback 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 Transferoffering.

Holdback Agreements. Each Security Holder agrees not to sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of, any Securities of the Company held by such Security Holder (other than those included in the applicable registration) during the 180 day period following the effective date of a Qualified IPO, provided that all officers and directors of the Company and all holders of at least 1% of the Company’s outstanding Securities are bound by and have entered into similar agreements. The restrictions obligations described in this Section 5 shall 5.3 will not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate of Common Stock (or other applicable Securities) with an appropriate legend subject to the foregoing restriction until the end of such 180 day period. Each Security Holder for as long as agrees that the 180 day period referenced above (or such Holder is the beneficial owner of any Registrable Securities, as determined pursuant shorter period to Rule 13d-3 and Rule 13d-5 of the Exchange Act. If which the Company proposes to sell Shares and the Approved Underwriter may agree, the “IPO Lockup Period”) may be extended by the Company 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, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) Approved Underwriter for a period (each such period, not to exceed 18 days from the issuance of an earnings release or the occurrence of material news or a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of material event if either (i) during the ninetieth day after such pricing date (subject to customary automatic extension in the event last 17 days of the IPO Lockup Period, the Company issues an earnings release of earnings results of or material news or a material event occurs relating to the Company) and , or (ii) such earlier day (if any) as may be designated for this purpose by prior to the managing underwriters for such offering (each such agreement expiration of the HoldersIPO Lockup Period, the Company announces it will release earnings results or becomes aware that material news or a “Holdback Agreement”)material event will occur within the 16 day period beginning on the last day of the IPO Lockup Period. Each Holdback Agreement shall be Security Holder agrees to execute a market standoff agreement with the Qualified IPO underwriters in writing customary form consistent with the provisions of this Section 5.3 and the restrictions contained in form National Association of Securities Dealers Rule 2711(f)(4) or New York Stock Exchange Rule 472(f)(4), or any successor provisions or amendments thereto, provided that all officers and substance satisfactory to directors of the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback Period applicable to the Holders shall not be longer than that which is applicable to any other holder all holders 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 at least 1% 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 TransferCompany’s outstanding Securities are bound by and have entered into similar agreements.

Holdback Agreements. The restrictions in this Section 5 (a) No holder of Registrable Securities shall apply to sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a Holder for as long as such Holder is the beneficial owner of any Registrable Securities, as determined sale (including sales pursuant to Rule 13d-3 and Rule 13d-5 144) (a “Sale Transaction”) of any Equity Securities of the Exchange Act. If the Company proposes to sell Shares Corporation, or other any securities convertible into or exchangeable or exercisable for 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 “Following Holdback Period”), except as part of such Public Offering. If (i) the Corporation issues an earnings release or other material news or a material event relating to the Corporation and its Subsidiaries occurs, in either case during the last seventeen (17) days of the IPO Holdback Period or any Following Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or any Following 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 Period 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 otherwise representing a right other securities) subject to acquirethe 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. (b) Shares in a primary underwritten offering pursuant to The Corporation (i) shall not effect any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offeringits Equity Securities, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable foror exercisable for such securities, or otherwise represent a right during the seven (7) day period prior to acquire, any Registrable Securities) for a and during such period (each such period, a “Holdback Period”) beginning on of time as may be determined by the tenth day before the pricing date for underwriters managing the underwritten registration following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (not to exceed one hundred and eighty (180) days in connection with the Corporation’s initial Public Offering or ninety (90) days in all other cases, except in each case as extended during the period of any Holdback Extension), except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form and unless the underwriters managing the registered public offering and extending through the earlier of (i) the ninetieth day after such pricing date (subject to customary automatic extension otherwise agree in the event of the release of earnings results of or material news relating to the Company) writing, and (ii) shall use its reasonable best efforts to cause each holder of at least 1% (on a fully-diluted basis) of its Equity Securities or any securities convertible into or exchangeable or exercisable for Equity Securities, purchased from the Corporation at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such earlier day securities during such period (as extended by any Holdback Extension), except as part of such underwritten registration, if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holdersotherwise permitted, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder underwriters managing the registered public offering otherwise agree in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Transferwriting.

Holdback Agreements. The restrictions in this Section 5 (a) No holder of Investor Registrable Securities or Other Registrable Securities shall apply to a Holder for as long as such Holder is the beneficial owner of effect any Registrable Securities, as determined public sale or distribution (including sales pursuant to Rule 13d-3 and Rule 13d-5 144) of equity securities of the Exchange Act. If the Company proposes to sell Shares Company, or other any securities convertible into or exchangeable or exercisable for such securities, from the date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been filed in respect of an IPO to the date that is 180 days following the date of the final prospectus for such IPO (the “IPO Holdback Period”), except as part of such IPO. Notwithstanding the foregoing, this paragraph 3(a) shall not be applicable to or otherwise be binding on the holders of Investor Registrable Securities unless the Company complies with its obligations under paragraph 3(b) in connection with any such offering. The IPO Holdback Period shall also be extended for the minimum period of time which is necessary for a managing or co-managing underwriter of a registered offering to comply with NASD Rule 2711(f)(4). The extension in the immediately preceding sentence is referred to herein as the “Holdback Extension.” The Company may impose stop-transfer instructions with respect to the shares of its Ordinary Shares (or otherwise representing a right other securities) subject to acquirethe foregoing restriction during any IPO Holdback Period or any period of Holdback Extension. (b) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the The Company (in which case the Company promptly i) shall notify the Holders) that a not effect any public sale or distribution of securities outside such offering would materially adversely affect such offeringits equity securities, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable foror exercisable for such securities, or otherwise represent a right to acquire, during the IPO Holdback Period (including during any Registrable Securitiesperiod of Holdback Extension) for a period (each except as part of such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through or pursuant to registrations on Form S-8 or any successor form), unless the earlier of (i) underwriters managing the ninetieth day after such pricing date (subject to customary automatic extension registered public offering otherwise agree in the event of the release of earnings results of or material news relating to the Company) writing, and (ii) such earlier day shall cause each officer, director and holder (if anyother than the Investors) as may be designated of at least 1% (on a fully-diluted basis) of its Ordinary Shares, or any securities convertible into or exchangeable or exercisable for this purpose by the managing underwriters for such offering (each such agreement of the HoldersOrdinary Shares, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to purchased from the Company and at any time after the managing underwriters. Notwithstanding date of this Agreement (other than in a registered public offering), to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 under the foregoingSecurities Act) of any such securities during such periods (except as part of such underwritten registration, (i) the Holders shall not be obligated to enter a Holdback Agreement if otherwise permitted), unless the Company and each selling shareholder underwriters managing the registered public offering otherwise agree in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Transferwriting.

Holdback Agreements. The restrictions in this Section 5 (a) No holder of Registrable Securities shall apply to sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a Holder for as long as such Holder is the beneficial owner of any Registrable Securities, as determined sale (including sales pursuant to Rule 13d-3 and Rule 13d-5 144) (a “Sale Transaction”) of any Equity Securities of the Exchange Act. If the Company proposes to sell Shares Corporation, or other any securities convertible into or exchangeable or exercisable for 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 “Following Holdback Period”), except as part of such Public Offering. If (i) the Corporation issues an earnings release or other material news or a material event relating to the Corporation and its Subsidiaries occurs, in either case during the last seventeen (17) days of the IPO Holdback Period or any Following Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or any Following 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 Period 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 otherwise representing a right other securities) subject to acquirethe 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. (b) Shares in a primary underwritten offering pursuant to The Corporation (i) shall not effect any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offeringits Equity Securities, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable foror exercisable for such securities, or otherwise represent a right during the seven (7) day period prior to acquire, any Registrable Securities) for a and during such period (each such period, a “Holdback Period”) beginning on of time as may be determined by the tenth day before the pricing date for underwriters managing the underwritten registration following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (not to exceed one hundred and eighty (180) days in connection with the Corporation’s initial Public Offering or ninety (90) days in all other cases, except in each case as extended during the period of any Holdback Extension), except as part of such underwritten registration or pursuant to registrations on Form S–8 or any successor form and unless the underwriters managing the registered public offering and extending through the earlier of (i) the ninetieth day after such pricing date (subject to customary automatic extension otherwise agree in the event of the release of earnings results of or material news relating to the Company) writing, and (ii) shall use its reasonable best efforts to cause each holder of at least 1% (on a fully-diluted basis) of its Equity Securities or any securities convertible into or exchangeable or exercisable for Equity Securities, purchased from the Corporation at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such earlier day securities during such period (as extended by any Holdback Extension), except as part of such underwritten registration, if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holdersotherwise permitted, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder underwriters managing the registered public offering otherwise agree in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Transferwriting.

Holdback Agreements. The (a) To the extent not inconsistent with applicable law, during the IPO Holdback Period or any Following Holdback Period (each, as hereinafter defined), each holder of Registrable Securities shall not sell, transfer, make any short sale, loan, grant any option for the purchase, otherwise dispose 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 equity securities of the Company, or any securities, options or rights convertible into or exchangeable or exercisable for such securities, except as part of an underwritten registration, if the IPO Committee (in the case of the IPO) or the Company (in the case of any other registration) agrees with the managing underwriters of such registration that the failure of such holder to be subject to restrictions on a Sale Transaction would adversely affect the marketability of the offering contemplated thereby based on then-prevailing market conditions. For each holder of Registrable Securities for which the IPO Committee or the Company agrees with the managing underwriters that restrictions on a Sale Transaction shall apply, then the restrictions on a Sale Transaction approved by the IPO Committee or the Company, as the case may be, shall survive for such period as the IPO Committee (in the case of the IPO) or the Company (in the case of any other registration) may agree with the managing underwriter (not to exceed (i) in the case of the IPO, the seven days prior to and the 180-day period beginning on the effective date of the IPO and (ii) in the case of each other underwritten Demand Registration and underwritten Piggyback Registration, the seven days prior to and the 90-day period beginning on the effective date of such registration). For each holder of Registrable Securities, the period for which such holder is, with respect to his, her or its Registrable Securities, subject to the restrictions on a Sale Transaction as agreed by the IPO Committee at and around the time of an IPO is referred to herein as the “IPO Holdback Period” and the period for which such holder is, with respect to his, her or its Registrable Securities, subject to the restrictions on a Sale Transaction agreed by the Company at and around the time of any other registration is referred to herein as the “Following Holdback Period.” To the extent that the IPO Committee (in the case of the IPO) does not, after receiving the recommendations of the managing underwriters, unanimously approve the applicability or the non-applicability of the restrictions on a Sale Transaction at or around the time of the IPO to a holder of Registrable Securities in light of market conditions, a third underwriter shall be engaged by the IPO Committee to determine whether such holder shall be subject to restrictions on a Sale Transaction at and around the time of an IPO and for what period and such third underwriters determination shall be binding on and accepted by the IPO Committee. Each holder of Registrable Securities for which the IPO Committee (in the case of an IPO) or the Company (in the case of any other registration) determines that restrictions on a Sale Transaction should apply shall by, its execution hereof, be deemed to have agreed to such restrictions and, when requested by the IPO Committee or the Company, shall execute a lock-up or similar agreement in favor of the Company and the managing underwriters consistent with such determination (but not to exceed the periods specified in this Section 5 3(a)) and, if such holder does not execute such an agreement, such holder of Registrable Securities shall not be entitled to participate in such registration. If (i) the Company issues an earnings release or other material news or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the IPO Holdback Period or any Following Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback Period or any Following 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 NASD Rule 2711(f)(4), the IPO Holdback Period or the Following Holdback Period (as applicable) shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Company may impose stop-transfer instructions with respect to the securities subject to the foregoing restriction until the end of such period, including any period of Holdback Extension. (b) Notwithstanding anything herein to the contrary, the restrictions in Section 3(a) shall not apply to a Holder for as long as such Holder is in the beneficial owner case of any holder of Registrable Securities, to the extent that such holder provides to the Company an opinion of nationally recognized outside counsel to the effect that such holder is prohibited by applicable law or exercise of fiduciary duties from agreeing to withhold Registrable Securities from sale or is acting in its capacity as determined pursuant to Rule 13d-3 and Rule 13d-5 a fiduciary or investment advisor. Without limiting the scope of the Exchange Act. If term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment advisor if its actions or the Registrable Securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, or the Investment Company proposes to sell Shares Act of 1940, as amended, or other if such Registrable Securities are held in a separate account under applicable insurance law or regulation. (c) The Company (i) shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during such period of time (not to exceed 180 days in connection with the IPO or otherwise representing a right to acquire) Shares 90 days in a primary underwritten offering pursuant to any registration statement under the Securities Act, or if any all other Person proposes to sell securities in a secondary underwritten offering, cases (except in each case as extended during the period of any Holdback Extension)), as may be determined by the underwriters managing such underwritten registration, following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree in which the Holders have been provided piggyback rights in accordance with Section 3 hereofwriting, and if (ii) shall use reasonable best efforts to cause (x) each holder of at least 5% (on a fully-diluted basis) of its Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, and (y) each holder of the managing underwriters Company’s Common Stock or any securities convertible into or exchangeable or exercisable for such offering advise Common Stock who is also an management employee of the Company (in which case and/or any of its Subsidiaries, purchased from the Company promptly shall notify at any time after the Holdersdate of this Agreement (other than in a registered public offering) that a to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities outside during such offering would materially adversely affect period (as extended by any Holdback Extension), except as part of such offering, thenunderwritten registration, if requested by the Companyotherwise permitted, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder underwriters managing the registered public offering otherwise agree in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Transferwriting.

Holdback Agreements. The restrictions (a) To the extent not inconsistent with applicable law, upon the request of the Company or the underwriter, in this the case of an underwritten public offering of the Company’s securities other than in connection with the registration contemplated by Section 5 shall apply 2.1, each Designated Holder will not effect any public sale or distribution (other than those included in the registration statement being filed with respect to a Holder for as long as such Holder is the beneficial owner public offering) of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 securities of the Exchange Act. If the Company proposes to sell Shares Company, or other securities any securities, options or rights convertible into or exchangeable or exercisable for such securities during the 14 days prior to and the 90-day period beginning on such effective date (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act, or if any such other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if period as may be requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not Company or an underwriter to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning accommodate regulatory restrictions on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the ninetieth day after such pricing date (subject to customary automatic extension in the event publication or other distribution of the release of earnings results of or material news relating to the Company) research reports and (ii) such earlier day analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), unless (if anyin the case of an underwritten public offering) as may be designated for this purpose by the managing underwriters for such offering (each such agreement otherwise agree to a shorter period of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriterstime. Notwithstanding the foregoing, no Designated Holder shall be required to enter into any such “lock up” agreement unless and until all of the Company’s executive officers and directors execute substantially similar “lock up” agreements. Neither the Company nor the underwriter shall amend, terminate or waive a “lock up” agreement unless each “lock up” agreement with a Designated Holder is also amended or waived in a similar manner or terminated, as the case may be. (b) The Company shall have the right at any time, to suspend the filing of a Registration Statement under Section 2.3 or require that the Designated Holders of Registrable Securities suspend further open market offers and sales of Registrable Securities pursuant to a Registration Statement filed hereunder for a period not to exceed an aggregate of 75 days in any twelve-month period for valid business reasons (not including avoidance of their obligations hereunder) (i) the Holders shall not be obligated to enter avoid premature public disclosure of a Holdback Agreement unless the Company pending corporate transaction, including pending acquisitions or divestitures of assets, mergers and each selling shareholder in such offering, if any, also execute agreements substantially combinations and similar to such Holdback Agreement, events; and (ii) upon the Holdback Period applicable to occurrence of any of the Holders shall not be longer than that which is applicable to any other holder of Shares and (iiievents specified in Sections 2.6(e) 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 or (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. (i) The restrictions in this Section 5 Company shall apply not and shall use its reasonable best efforts to a Holder for as long as such Holder is the beneficial owner of cause its officers and directors not to effect any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 public sale or distribution of the Exchange Act. If equity securities of the Company proposes to sell Shares Company, or other any securities convertible into or exchangeable or exercisable for such securities (other than any public sale or otherwise representing a right to acquire) Shares in a primary underwritten offering distribution pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act), during the 90-day period beginning on the effective date of any registration statement under in connection with a Demand Registration (other than a Shelf Registration), a Piggyback Registration or any registered underwritten public offering of the Securities Act, or if any other Person proposes to sell equity securities in a secondary underwritten offering, in each case of the Company in which the Holders have been provided piggyback rights in accordance with Section 3 hereofparticipate, and except pursuant to registrations on Form S-4, Form N-14 or Form S-8 or any successor form or unless the underwriters managing any such public offering otherwise agree; provided, however, that if (1) during the managing underwriters for last 17 days of any such offering advise 90-day period, the Company (in which case releases earnings results or material news or a material event relating to the Company promptly occurs or (2) prior to the expiration of any such 10 day or 90-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 10 day or 90-day period, then, in each case, such 10 day or 90-day period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the underwriters managing any such public offering waives, in writing, such extension. (ii) If any Holder of Registrable Securities notifies the Company in writing that it intends to effect an underwritten sale of Registrable Securities registered pursuant to a Shelf Registration pursuant to Article 2 and specifies the date of the intended sale (the “Sale Date”) the Company shall notify the Holders) that a not and shall use its reasonable best efforts to cause its officers and directors not to effect any public sale or distribution of the equity securities outside such offering would materially adversely affect such offering, then, if requested by of the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable foror exercisable for its equity securities, or otherwise represent a right to acquire, any Registrable Securities) for a during the 90-day period (each such period, a “Holdback Period”) beginning on the tenth Sale Date unless the underwriters managing any such public offering otherwise agree; provided, however, that if (1) during the last 17 days of any such 90-day before period, the pricing date for the underwritten offering and extending through the earlier of (i) the ninetieth day after such pricing date (subject to customary automatic extension in the event of the release of Company releases earnings results of or material news or a material event relating to the CompanyCompany occurs or (2) and (ii) prior to the expiration of any such earlier 90-day (if any) as may period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, then, in each case, such 90-day period will be designated for this purpose by extended until the managing underwriters for such offering (each such agreement expiration of the Holders18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoingas applicable, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder underwriters managing any such public offering waives, in writing, such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Transferextension.

Holdback Agreements. The restrictions in this Section 5 shall apply to a In connection with any Piggyback Takedown, no Holder for as long who “beneficially owns” (as such Holder term is the beneficial owner of any Registrable Securities, as defined under and determined pursuant to Rule 13d-3 and Rule 13d-5 of promulgated under the Exchange Act. If ) five percent (5%) or more of the Company proposes outstanding shares of Common Stock on as converted basis, shall effect any public sale or distribution (including sales pursuant to sell Shares Rule 144) of equity securities of the Company, as applicable, or other any 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, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters exercisable for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offeringsecurities, then, if requested by without prior written consent from the Company, each Holder shall agreeand subject to reasonable and customary exceptions to be agreed, severally during the seven (7) days prior to and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a 90-day period (each such period, a “Holdback Period”) beginning on the tenth day before date of pricing of such Piggyback Takedown (the pricing date for “Lock-Up Period”), except as part of the underwritten offering Piggyback Takedown, and extending through the earlier of (i) unless the ninetieth day after such pricing date (subject to customary automatic extension in underwriters managing the event of the release of earnings results of or material news relating to the Company) Piggyback Takedown otherwise agree and (ii) only if such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory Lock-Up Period is applicable on substantially similar terms to the Company and the managing underwritersexecutive officers and directors of the Company. Notwithstanding the foregoing, If (ix) the Holders shall not be obligated Company issues an earnings release or other material news or a material event relating to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) its subsidiaries occurs during the last 17 days of the Holdback Period applicable or (y) prior to the Holders expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of an underwritten offering required hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period shall not be longer than that which is applicable to any other holder extended until 18 days after the earnings release or the occurrence of Shares and the material news or event, as the case may be (iii) any agreement with such period the underwriters “Holdback Extension”). The Company may impose stop-transfer instructions with respect to its securities that are subject to the forgoing restriction until the end of such period, including any period of Holdback Extension. Each Holder requesting to sell Registrable Securities in connection with such Piggyback Takedown agrees to execute a Holdback Period shall provide lock-up agreement in favor of the Company’s underwriters to such effect, subject to reasonable and customary exceptions, and other exceptions as may be agreed by the Holders and the underwriters, and, in any event, that the Company’s underwriters may not waive the holdback period for in any other holder relevant Piggyback Takedown shall be third party beneficiaries of Shares unless it is similarly waived for the Holdersthis Section 5. 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 The provisions of this Section 5 or (iii) any Permitted Transferwill no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holdback Agreements. The restrictions in this Section 5 shall apply to a Holder for as long as such Holder the Investor 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 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 ActAct (but only if the Investor is provided its piggyback rights, if any, in accordance with Sections 3(a) and 3(b)), or if any other Person proposes to sell securities sells Shares in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights offering pursuant to a Piggyback Registration in accordance with Section 3 hereofSections 3(a) and 3(b), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the HoldersInvestor) that a public sale or distribution of securities Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder the Investor shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause its majority owned Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth 10th day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the HoldersInvestor, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders Investor shall not be obligated to enter make a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, offering also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 shares of the Company or the issuance of Common Stock upon conversion of Convertible Preferred Stock (provided that such restrictions shall apply with respect to the securities issuable upon such exercise), exercise or conversion) or (ii) any securities Shares included in the underwritten offering giving rise to the application of this Section 5 or (iii) any Permitted Transfer5.

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 acquirea) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) Each Shareholder agrees that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not managing underwriter or underwriters of an underwritten offering made pursuant to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly a Registration Statement (including by means any Shelf Registration Statement), such Shareholder shall not effect any Public Sale or distribution of any short sale), or request of the registration of, any Registrable Securities (securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering) during the period beginning seven (7) days prior to the effective date of any such Registration Statement of each underwritten offering made pursuant to such Registration Statement and ending 60 days thereafter (or for such shorter period as to which the managing underwriter or underwriters may agree); provided that the Shareholders shall not be subject to the provisions of this Section 4(a) unless the Company’s directors, officers and other equityholders who own Ordinary Shares representing 1% or more of the Company’s issued and outstanding share capital participating in such offering shall have entered into a lock-up agreement with the managing underwriter(s) containing substantially similar terms and if any such Person that are convertible into or exchangeable for, or otherwise represent shall be subject to a right to acquire, any Registrable Securities) for a period (each such shorter lock-up period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the ninetieth day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news receives more advantageous terms relating to the Companylock-up period or receives a waiver of its lock-up period from the Company or an underwriter, then the Shareholders shall receive such shorter period, more advantageous terms and the benefit of the waiver. (b) The Company agrees that if requested by the managing underwriter or underwriters of a Demand Registration the Company shall (A) not effect any Public Sale or distribution of its equity securities or any securities convertible or exchangeable or exercisable for such securities (except as part of any such underwritten offering) during the period beginning seven (7) days prior to the effective date of any such Demand Registration and ending 60 days thereafter (or for such shorter period as to which the managing underwriter or underwriters may agree) and (iiB) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 reasonably requested by such underwriter or 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 reflect 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 Transferrestrictions.

Holdback Agreements. The restrictions (a) To the extent not inconsistent with applicable law, in this Section 5 shall apply to connection with a Holder for as long as public offering of securities of GDI, upon the request of GDI or the underwriter, in the case of an underwritten public offering, the underwriters managing such Holder underwritten offering of GDI's securities, each holder of Registrable Securities who owns at least 5% of the outstanding capital stock of GDI on an "as-converted" basis or is an officer or director of GDI will not effect any public sale or distribution (other than those included in the beneficial owner registration) of any Registrable Securitiessecurities of GDI, 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 any securities, options or rights convertible into or exchangeable or exercisable for such securities during the seven (or otherwise representing a right 7) days prior to acquireand the 90-day period beginning on such effective date, unless (in the case of an underwritten public offering) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that otherwise agree to a public sale or distribution shorter period of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriterstime. Notwithstanding the foregoing, (ino Designated Holder shall be required to enter into any such "lock up" agreement unless and until all of GDI's executive officers and directors execute substantially similar "lock up" agreements and GDI uses commercially reasonable efforts to cause each holder of more than 5% of its outstanding capital stock to execute substantially similar "lock up" agreements. Neither GDI nor the underwriter shall amend, terminate or waive a "lock up" agreement unless each "lock up" agreement with a Designated Holder is also amended or waived in a similar manner or terminated, as the case may be. Notwithstanding anything to the contrary in this Amended and Restated Agreement, the lock up provisions of this Section 1.5(a) the Holders shall not be obligated effective until after the Required Registration Statement has become effective and it has remained effective for 120 days. (b) GDI shall have the right at any time to enter require that the Designated Holders of Registrable Securities suspend further open market offers and sales of Registrable Securities pursuant to a Holdback Agreement unless Registration Statement filed hereunder whenever in the Company reasonable judgment of GDI after consultation with counsel there is or may be in existence a Changing Event (as defined in Section 1.6(a)(v)). GDI will give the Designated Holders notice of any such suspension and each selling shareholder in will use all reasonable best efforts to minimize the length of such offering, if any, also execute agreements substantially similar to such Holdback Agreement, suspension. (iic) the Holdback Period applicable to the Holders shall not be longer than that which is applicable to any other holder of Shares and (iii) any agreement In connection with the underwriters with respect Required Registration Statement, GDI shall cause each officer or director of GDI to a Holdback Period shall provide that the underwriters may not waive the holdback period for agree to refrain from effecting any other holder of Shares unless it is similarly waived for the Holders. A Holdback Agreement shall not apply to (i) the exercise public or private sale or distribution of any warrants or options to purchase securities of GDI during the Company seven (provided that such restrictions shall apply with respect 7) days prior to and the securities issuable upon such exercise), (ii) any securities included in 90-day period following the underwritten offering giving rise to effective date of the application of this Section 5 or (iii) any Permitted TransferRequired Registration Statement.

Holdback Agreements. The restrictions in (a) Notwithstanding any provision of this Section 5 shall apply Agreement to a Holder for as long as such Holder is the beneficial owner of any Registrable Securitiescontrary, 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 registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the ninetieth day after such pricing date (subject to customary automatic extension in the event Newco notifies the Prospective Sellers that Newco intends to file a registration statement in connection with an underwritten offering of any of its capital stock and provided that each executive officer of Newco agrees to substantially similar restrictions, each Prospective Seller shall refrain from selling or otherwise distributing any Registrable Stock within the period beginning up to seven days prior to the effective date of such registration statement (or on such later date that Newco notifies the Prospective Sellers that such period has begun) and ending up to 120 days after such effective date (or on such earlier date that Newco notifies the Prospective Sellers that such period has ended) (the "Offering Restricted Period") except as part of such offering as set forth herein. Newco's obligation under Section 3.4(a)(ii) to keep a registration statement filed pursuant to Section 3.1 current and effective shall be extended for a number of days equal to the Offering Restricted Period, or, if earlier, until the date on which all of the release of earnings results of or material news relating Registrable Stock has been disposed of. (b) Notwithstanding anything set forth herein to the Company) and (ii) contrary, in the event that Newco notifies the Prospective Sellers that Newco desires to amend the registration statement or to supplement the prospectus in order to disclose material information required to be disclosed in the prospectus included in such earlier day (if any) registration statement, as may then in effect, in order to correct an untrue statement of a material fact or to disclose an omitted material fact that is required to be designated for this purpose by stated therein or necessary to make the managing underwriters for such offering (each such agreement statements therein not misleading in light of the Holderscircumstances then existing, a “Holdback Agreement”). Each Holdback Agreement the Prospective Sellers shall be in writing in form and substance satisfactory to refrain from selling Registrable Stock until Newco notifies the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Prospective Sellers 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 required amendment or options to purchase securities of the Company (provided that such restrictions shall apply supplement has been filed 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.the

Holdback Agreements. The restrictions With respect to each and every Underwritten Public Offering: (a) Each Shareholder Party agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144, or any successor provision, under the Securities Act, of any Registrable Securities (in each case, other than as part of such Underwritten Public Offering) during the 10 business days preceding the date scheduled for the beginning of the "road show" to be conducted by the Company executives in connection with such offering (as determined by the managing underwriter in good faith) or, if a shorter time period, upon the date of receipt of notice of the date scheduled for such Underwritten Public Offering, and ending not later than the earlier to occur of (i) 90 days following the effective date of the registration statement filed in connection with the Underwritten Public Offering, (ii) the date that the Company and the managing underwriter determine not to complete the Underwritten Public Offering within 10 days following the completion of the road show, or (iii) 60 days after the start of the holdback period if the offering has not commenced by that date; provided, however, that the holdback period for such Underwritten Public Offering shall not exceed 120 days in aggregate. A holdback period for a subsequent Underwritten Public Offering shall not begin sooner than 120 days after the end of a prior holdback period; provided that this Section 5 120-day interval period shall not apply where the Company and the managing underwriter have determined not to proceed with the Underwritten Public Offering following the road show; provided further, if the Company provides notice of a Holder new holdback period within the 120-day period following termination of the prior holdback period (as a result of a determination not to proceed with the Underwritten Public Offering), then in such case the maximum number of days for as which the new holdback period may apply shall be 120 days less the number of days during which the prior holdback period was effective. (b) Each Shareholder Party agrees that, so long as such Holder is a Demanding Shareholder has the beneficial owner right to request one or more Demand Registrations, each Shareholder Party will not effect any public sale or distribution, including any sale pursuant to Rule 144, or any successor provision, under the Securities Act, of any Registrable Securities, during the 10 business days preceding the date scheduled for the beginning of the "road show" to be conducted by the Company executives in connection with such offering (as determined pursuant to Rule 13d-3 and Rule 13d-5 by the managing underwriter in good faith) or, if a shorter time period, upon the date of receipt of notice of the Exchange Act. If the Company proposes to sell Shares or other securities convertible into or exchangeable date scheduled for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereofsuch Underwritten Public Offering, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and ending not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through later than the earlier to occur of (i) 90 days following the ninetieth day after such pricing effective date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to registration statement filed in connection with the Company) and Underwritten Public Offering, (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to date that the Company and the managing underwriters. Notwithstanding underwriter determine not to complete the foregoingUnderwritten Public Offering within 10 days following the completion of the road show, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback Period applicable to the Holders shall not be longer than that which is applicable to any other holder of Shares and or (iii) any agreement with 60 days after the underwriters with respect to a Holdback Period shall provide start of the holdback period if the offering has not commenced by that the underwriters may not waive date; provided, however, that the holdback period for any other holder of Shares unless it is similarly waived for the Holderssuch Underwritten Public Offering shall not exceed 120 days in aggregate. A Holdback Agreement holdback period for a subsequent Underwritten Public Offering shall not begin sooner than 120 days after the end of a prior holdback period; provided that this 120-day interval period shall not apply where the Company and the managing underwriter have determined not to (i) proceed with the exercise Underwritten Public Offering following the road show; provided further, if the Company provides notice of any warrants or options to purchase securities a new holdback period within the 120-day period following termination of the Company prior holdback period (provided that such restrictions shall apply as a result of a determination not to proceed with respect to the securities issuable upon such exerciseUnderwritten Public Offering), then in such case the maximum number of days for which the new holdback period may apply shall be 120 days less the number of days during which the prior holdback period was effective. (iic) any securities included in On or before the underwritten offering giving rise to the application date of execution of this Section 5 Amendment No. 1, the holdback period that became effective on July 25, 2001, shall have been terminated and be of no further force or (iii) any Permitted Transfereffect.

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 (a) If and Rule 13d-5 of the Exchange Act. If whenever (i) the Company proposes to register in an underwritten offering any of its equity securities for its own account under the Securities Act (other than pursuant to a registration on Form S-4 or S-8 or any successor form) or (ii) Kxxxx requests to sell Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares Registrable Securities in a primary an underwritten offering pursuant to Section 1.1 (including an Underwritten Take-Down Transaction) or Section 2, Kxxxx agrees not to effect any registration statement public offer, sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, or if to request registration under Section 1.1 of any other Person proposes Registrable Securities within seven days prior to the reasonably expected effective date of the contemplated registration statement (“Expected Trigger Date”) and during the period beginning on the effective date of the registration statement relating to such registration (the “Trigger Date”) and until 90 days (or such shorter period as the managing underwriter for any underwritten offering may agree) after the Trigger Date, except as part of such registration; provided that, with respect to any Underwritten Take-Down Transaction, the Expected Trigger Date and the Trigger Date shall be deemed to be the reasonably expected date of pricing and the date of pricing of such Underwritten Take-Down Transaction, respectively. If requested by such managing underwriter, Kxxxx agrees to execute an agreement to such effect with the Company and consistent with such managing underwriter’s customary form of holdback agreement. (b) If and whenever Kxxxx requests to sell Registrable Securities in an underwritten offering pursuant to Section 1.1 (including an Underwritten Take-Down Transaction) or Section 2, the Company agrees not to effect any public offer, sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities within seven days prior to the Expected Trigger Date and during the period beginning on the Trigger Date and until 90 days (or such shorter period as the managing underwriter may agree) after the Trigger Date (except (i) as part of such registration, (ii) pursuant to an employee equity compensation plan, (iii) pursuant to a registration on Form S-4 or S-8 or any successor form, or (iv) in a secondary connection with an acquisition by the Company not subject to clause (iii) above if the managing underwriter has advised the Company and Kxxxx in writing that such offer, sale or distribution would not adversely affect the offering price or the marketability of the Registrable Securities or the timing of such offering; provided that, with respect to any Underwritten Take-Down Transaction, the Expected Trigger Date and the Trigger Date shall be deemed to be the reasonably expected date of pricing and date of pricing of such Underwritten Take-Down Transaction, respectively. In addition, with respect to any such underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereofif, and if to the extent requested by the managing underwriters for such offering advise underwriter, the Company shall use its best efforts to cause each holder (other than Kxxxx) of its equity securities or any securities convertible into or exchangeable or exercisable for any of such securities, whether outstanding on the date of this Agreement or issued at any time after the date of this Agreement (other than any such securities acquired in which case the Company promptly shall notify the Holders) that a public offering), to agree not to effect any such public sale or distribution of such securities outside during such offering would materially adversely affect period (except that such offeringholders shall retain the right to exercise options for any such securities and to effect, thensubstantially simultaneously with such option exercise, if requested by the Companysales of securities acquired pursuant to such option exercise), each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the ninetieth day after holder to enter into an agreement to 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to effect with the Company and the otherwise consistent with such managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback Period applicable to the Holders shall not be longer than that which is applicable to any other holder underwriter’s customary form 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 Transferagreement.

Holdback Agreements. The restrictions (a) To the extent requested in this Section 5 shall apply to a Holder for as long as such Holder is writing by the beneficial owner managing underwriter or underwriters of any Underwritten Offering and to the extent Sponsor Stockholder signs a lock-up agreement (other than in the case of an Underwritten Offering of all Registrable SecuritiesSecurities held by Sponsor Stockholder), as determined pursuant the Company agrees not to, and shall use reasonable best efforts to Rule 13d-3 obtain agreements (in the underwriters’ customary form) from its directors and Rule 13d-5 executive officers (including any deemed “officers” under Section 16 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 registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of offer, Transfer or pledge, contract to Transfer any short sale), or request the registration of, any Registrable Securities (or any equity securities of any Person that are convertible into or exchangeable forthe Company, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) during the 90 days beginning on the tenth day before pricing date of such Underwritten Offering (except as part of such Underwritten Offering or any Transfer pursuant to Registrations on Form S-8 or Form S-4) unless Sponsor Stockholder and the managing underwriter or underwriters otherwise agree to a shorter period. Each Person subject to the restrictions of the preceding sentence shall receive the benefit of any shorter “lock-up” period or permitted exceptions agreed to by Sponsor Stockholder and the managing underwriter or underwriters for any Underwritten Offering and the terms of such lock-up agreements shall govern such Person in lieu of the preceding sentence. (b) To the extent requested in writing by the underwriter(s) or exchanging bank(s) in connection with a debt-for-equity exchange by Xxxxxx with respect to its Common Stock, the Company agrees not to, and shall use reasonable best efforts to obtain agreements (in the underwriters’ or banks’ customary form) from their respective directors and executive officers not to, directly or indirectly offer, Transfer, pledge or contract to Transfer any equity securities of the Company, during the 90 days beginning on the pricing date for such debt-for-equity exchange unless the underwritten offering and extending through the earlier of (i) the ninetieth day after such pricing date (underwriters or banks otherwise agree to a shorter period. Each Person subject to customary automatic extension the restrictions of the preceding sentence shall receive the benefit of any shorter “lock-up” period or permitted exceptions agreed to by the underwriters or banks for the debt-for-equity exchange and the terms of such lock-up agreements shall govern such Person in lieu of the preceding sentence. For the avoidance of doubt, the agreements described in the event first sentence of the release of earnings results of or material news relating to the Companythis Section 6.09(b) and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 TransferCommon Stock held by Sponsor Stockholder.

Holdback Agreements. The restrictions (a) In connection with any Underwritten Offering in this which a Holder participates pursuant to Section 5 1.2, if so requested by the lead managing underwriters, each such Holder agrees to enter into customary agreements, including such customary carve-outs and limitations as any such Holder may reasonably request, restricting the public sale or distribution of equity securities of the Company (including sales pursuant to Rule 144 under the Securities Act) to the extent required in writing by the lead managing underwriter(s) with respect to an applicable Underwritten Offering during the period commencing on the date of the “pricing” of such Underwritten Offering) and continuing for not more than the lesser of (i) the period to which the Company and each of its directors and officers (subject to customary carve-outs and limitations) is restricted and (ii) sixty (60) days after the date of the “final” prospectus (or “final” prospectus supplement if the Underwritten Offering is made pursuant to a Shelf Registration Statement), pursuant to which such Underwritten Offering shall be made, or such shorter period as is required by the lead managing underwriter(s). Any discretionary waiver or termination of the requirements under the foregoing provisions made by the Company or applicable lead managing underwriter(s) shall apply to each Holder on a Holder for as long as such Holder is pro rata basis. (b) If so requested by the beneficial owner lead managing underwriters in connection with any Underwritten Offering, the Company will not effect, and will cause each of its directors and officers not to effect, any public sale or distribution 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 common equity (or other securities convertible into or exchangeable or exercisable for (or otherwise representing a right to acquirecommon equity) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the ninetieth day after such pricing date (subject to customary automatic extension in carveouts and limitations), within sixty (60) days or such shorter period as the event managing underwriter shall agree to, after the date of the release of earnings results of or material news relating to the Company) and (ii) such earlier day (if any) Underwritten Offering, except as may otherwise be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to agreed between the Company and the lead managing underwriters. Notwithstanding the foregoingunderwriter(s) of such Underwritten Offering, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Transferas applicable.

Holdback Agreements. The restrictions (a) To the extent not inconsistent with applicable law, in this Section 5 shall apply connection with a public offering of securities of the Company, upon the request of the Company or the underwriter, in the case of an underwritten public offering of the Company’s securities, each Designated Holder will not effect any public sale or distribution (other than those included in the registration statement being filed with respect to a Holder for as long as such Holder is the beneficial owner public offering) of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 securities of the Exchange Act. If the Company proposes to sell Shares Company, or other securities any securities, options or rights convertible into or exchangeable or exercisable for such securities during the 14 days prior to and the 90-day period beginning on such effective date, unless (or otherwise representing a right to acquirein the case of an underwritten public offering) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that otherwise agree to a public sale or distribution shorter period of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriterstime. Notwithstanding the foregoing, no Designated Holder shall be required to enter into any such “lock up” agreement unless and until all of the Company’s executive officers and directors execute substantially similar “lock up” agreements. Neither the Company nor the underwriter shall amend, terminate or waive a “lock up” agreement unless each “lock up” agreement with a Designated Holder is also amended or waived in a similar manner or terminated, as the case may be. (b) The Company shall have the right at any time, to suspend the filing of a Registration Statement under Section 2.3 or require that the Designated Holders of Registrable Securities suspend further open market offers and sales of Registrable Securities pursuant to a Registration Statement filed hereunder for a period not to exceed an aggregate of 45 days in any six consecutive month period or an aggregate of 90 days in any twelve consecutive month period for valid business reasons (not including avoidance of their obligations hereunder) (i) the Holders shall not be obligated to enter avoid premature public disclosure of a Holdback Agreement unless the Company pending corporate transaction, including pending acquisitions or divestitures of assets, mergers and each selling shareholder in such offering, if any, also execute agreements substantially combinations and similar to such Holdback Agreement, events; and (ii) upon the Holdback Period applicable to occurrence of any of the Holders shall not be longer than that which is applicable to any other holder of Shares and (iiievents specified in Sections 2.6(e) 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 or 2.6 (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 5 shall apply (a) Restrictions on Public Sale by Apollo of Registrable Common Stock. Apollo agrees not to a Holder for as long as such Holder is the beneficial owner of effect 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 registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside of the Company (except as part of an Underwritten Registration), including a sale pursuant to Rule 144 under the Securities Act, during the period commencing on the date the Company notifies Apollo that it reasonably expects a Registration Statement with respect to an Underwritten Offering to become effective within 10 days, and ending 90 days after the effective date of the Registration Statement for such offering would materially adversely affect Underwritten Offering, or if such offeringRegistration Statement fails to go effective within 20 days after the date of such notice, thenending on the 20th day after such notice, but commencing again on the date such Registration Statement is declared effective by the SEC and ending 90 days after the effective date of such Registration Statement; provided that the foregoing shall terminate and have no further force and effect if the individual that Apollo has designated to the Board of Directors of the Company has resigned from the Company's Board of Directors. If requested by the managing underwriter or underwriters in connection with an Underwritten Registration during the Term of this Agreement and provided that Apollo beneficially owns 5% or more of the Company's common stock outstanding as of such date or the individual that Apollo has designated to the Board of Directors of the Company is still serving as a director, Apollo agrees to enter into a customary lock-up agreement with such underwriter or underwriters, in such form as mutually agreed upon by Apollo and such underwriter(s), restricting Apollo's right to effect any public sale or distribution of securities of the Company (except as part of such Underwritten Registration) during the period commencing on the date the Company notifies Apollo that it reasonably expects a Registration Statement with respect to an Underwritten Offering to become effective within 10 days, and ending 90 days after the effective date of the Registration Statement for such Underwritten Offering, or if such Registration Statement fails to go effective within 20 days after the date of such notice, ending on the 20th day after such notice, but commencing again on the date such Registration Statement is declared effective by the SEC and ending 90 days after the effective date of such Registration Statement. (b) Restrictions on Public Sale by the Company. The Company agrees, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated managing underwriter or underwriters in this a Demand Registration of Registrable Common Stock covered by a Registration Statement filed pursuant to Section 52 hereof, not to (and effect any public sale or distribution of Common Stock except as part of such Underwritten Registration or pursuant to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the ninetieth day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news registrations relating to the Company) and (ii) such earlier day (if any) as may be designated for this purpose 's employee benefit plans, exchange offers by the managing underwriters Company or a merger or acquisition of a business or assets by the Company, including, without limitation, a registration on Form S-8, Form S-4 or any successor form to such Form, nor shall it effect x xxxx xxxxxxnt to Regulation D under the Securities Act of an aggregate amount of shares of Common Stock equal to or greater than 3% of its outstanding shares of Common Stock, during the period commencing on the date that is 10 days prior to the date the Company expects the Registration Statement for such offering (each such agreement Demand Registration to become effective, and ending 90 days after the effective date of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in Registration Statement for such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 TransferDemand Registration.

Holdback Agreements. The Each of the Stockholders (regardless of whether or not such Stockholder is a selling Stockholder in any underwritten Demand Registration, Piggyback Registration or Shelf Registration, and, in each case, with respect to the Shares not included in such underwritten offering) and the Company agrees not to, and the Company shall exercise its best efforts to obtain from its directors and executive officers, and commercially reasonable efforts to obtain from its beneficial owners of 5% or more of the Company's outstanding voting stock, agreements (in the underwriters' customary form) not to, directly or indirectly offer, sell, pledge, contract to sell, (including any short sale), grant any option to purchase or otherwise dispose of any equity securities of the Company or enter into any hedging transaction relating to any equity securities of the Company during the 90 days beginning on the effective date of any underwritten Demand Registration Statement or any underwritten Piggyback Registration Statement or the pricing date of any underwritten offering pursuant to a Shelf Registration Statement (except as part of such underwritten registration or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriter managing the offering otherwise agrees to a shorter period, provided, however, that if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 EXECUTION VERSION days of the lock-up period, or (ii) prior to the expiration of the holdback period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the holdback period, the restrictions in imposed by this Section 5 7 shall continue to apply to a Holder for until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that this sentence shall not apply if any research published or distributed by any underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company's securities are actively traded as long as such Holder is the beneficial owner defined in Rule 101(c)(1) of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 Regulation M of the Exchange Act. If the 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 registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 impose stop-transfer instructions with respect to the Registrable Common Stock or other securities issuable upon such exercise), (ii) any securities included in the underwritten offering giving rise subject to the application foregoing restriction until the end of this Section 5 the applicable "holdback" period. In addition, to the extent that the terms of the holdback agreements of any of the Stockholders provide for more favorable terms than those of the Company, its executive officers or (iii) any Permitted Transferdirectors, then the terms of the holdback agreements of the Company, its executive officers and directors shall be amended to be consistent with those of the Stockholders.

Holdback Agreements. The Each of the Stockholders (regardless of whether or not such Stockholder is a selling Stockholder in any underwritten Demand Registration, Piggyback Registration or Shelf Registration, and, in each case, with respect to the Shares not included in such underwritten offering) and the Company agrees not to, and the Company shall exercise its best efforts to obtain from its directors and executive officers, and commercially reasonable efforts to obtain from its beneficial owners of 5% or more of the Company's outstanding voting stock, agreements (in the underwriters' customary form) not to, directly or indirectly offer, sell, pledge, contract to sell, (including any short sale), grant any option to purchase or otherwise dispose of any equity securities of the Company or enter into any hedging transaction relating to any equity securities of the Company during the 90 days beginning on the effective date of any underwritten Demand Registration Statement or any underwritten Piggyback Registration Statement or the pricing date of any underwritten offering pursuant to a Shelf Registration Statement (except as part of such underwritten registration or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriter managing the offering otherwise agrees to a shorter period, provided, however, that if (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the lock-up period, or (ii) prior to the expiration of the holdback period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the holdback period, the restrictions in imposed by this Section 5 7 shall continue to apply to a Holder for until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that this sentence shall not apply if any research published or distributed by any underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company's securities are actively traded as long as such Holder is the beneficial owner defined in Rule 101(c)(1) of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 Regulation M of the Exchange Act. If the 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 registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 impose stop-transfer instructions with respect to the Registrable Common Stock or other securities issuable upon such exercise), (ii) any securities included in the underwritten offering giving rise subject to the application foregoing restriction until the end of this Section 5 the applicable "holdback" period. In addition, to the extent that the terms of the holdback agreements of any of the Stockholders provide for more favorable terms than those of the Company, its executive officers or (iii) any Permitted Transferdirectors, then the terms of the holdback agreements of the Company, its executive officers and directors shall be amended to be consistent with those of the Stockholders.

Holdback Agreements. The restrictions in this Section 5 shall apply (a) Each Holder of Registrable Stock agrees, if so required (pursuant to a Holder for as long as such Holder is timely notice) by the beneficial owner Company or the managing underwriter in any Underwritten Offering, not to effect any public sale of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 distribution of securities of the Exchange Act. If Company of the Company proposes to sell Shares same class as the securities included in such Underwritten Registration, or other any securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering exercisable therefor, during the 30 days prior to and the 180 days after any Underwritten Registration pursuant to any registration statement under Section 2 or Section 3 has become effective, except as part of such Underwritten Registration. Notwithstanding the Securities Actforegoing sentence, or if any other Person proposes each Holder of Registrable Stock subject to the foregoing sentence shall be entitled to sell securities during the foregoing period in a secondary underwritten offeringprivate sale. If a request is made pursuant to this Section 4(a), in each case in then the time period during which a Shelf Registration is required to remain continuously effective for such Holders of Registrable Stock pursuant to the Holders have been terms of this Agreement shall be extended 210 days. None of the foregoing provisions of this Section 4(a) shall apply to any Holder of Registrable Stock if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, that any such Holder shall undertake not to effect any public sale or distribution of the Registrable Stock unless such Holder has provided piggyback rights in accordance with Section 3 hereof, and 45 days' prior written notice of such sale or distribution to the underwriter or underwriters. (b) The Company agrees (i) if so required by the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a underwriter of any Underwritten Offering, not to effect any public sale or distribution of securities outside of the same class as the securities included in such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder Underwritten Registration or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable foror exercisable therefor during the 30 days prior to and the 90 days after any Underwritten Registration pursuant to Section 2 or Section 3 has become effective, except as part of such Underwritten Registration and except pursuant to registrations on Form S-4 or otherwise represent a right S-8 or any successor form to acquiresuch Forms, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (to use its best efforts to cause each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 equity securities included in any Underwritten Registration or any securities convertible into or exchangeable or exercisable therefor, in each case purchased from the underwritten offering giving rise to Company at any time after the application date of this Section 5 Agreement (other than in a public offering) to agree not to effect any public sale or distribution of or otherwise dispose of shares of equity securities (iiior such other securities) any Permitted Transferduring such period except as part of such Underwritten Registration.

Holdback Agreements. The restrictions (a) No holder of Registrable Securities shall engage 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 public sale or distribution (including sales pursuant to Rule 13d-3 and Rule 13d-5 144) (a “Sale Transaction”) of any equity securities of the Exchange Act. If the Company proposes to sell Shares Company, or other any securities convertible into or exchangeable or exercisable for any such equity securities, (or otherwise representing a right i) in the case of an IPO, during the seven days prior to acquire) Shares and the 180-day period beginning on the effective date of the IPO, unless the underwriters managing the offering agree in a primary underwritten offering pursuant to any registration statement under the Securities Actwriting, or if (ii) in all cases other than an IPO, during the seven days prior to and the 90-day period beginning on the effective date of any other Person proposes to sell securities in a secondary underwritten offeringDemand Registration or any underwritten Piggyback Registration, in each case in which Registrable Securities are included (the Holders have been provided piggyback rights “Holdback Period”), except as part of such registration or pursuant to registrations on Form S-4 or S-8, unless the underwriters managing the offering agree in accordance with Section 3 hereof, and if the managing underwriters for such offering advise writing. If (i) the Company (in which case issues an earnings release or other material news or a material event relating to the Company promptly or its Subsidiaries occurs during the final 17 days of any Holdback Period or (ii) prior to the expiration of any Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required or contemplated hereunder to comply with NASD Rule 2711(f)(4), such Holdback Period shall notify be extended until 18 days after the Holdersearnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or any of its equity securities or securities convertible into or exchangeable or exercisable for any such equity securities) that a subject to the foregoing restriction until the end of such Holdback Period and any applicable Holdback Extension. (b) The Company (i) shall not effect any public sale or distribution of securities outside such offering would materially adversely affect such offeringits equity securities, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable foror exercisable for such securities, during the seven days prior to and during such period of time (not to exceed 180 days in connection with the IPO or otherwise represent a right to acquire90 days in all other cases (subject to, in each case, extension for any applicable Holdback Extension)) as may be determined by the underwriters managing such underwritten registration) following the effective date of the IPO, any Registrable Securities) for a period underwritten Demand Registration or any underwritten Piggyback Registration (each except as part of such periodunderwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor form), a “Holdback Period”) beginning on unless the tenth day before underwriters managing the pricing date for the underwritten registered public offering and extending through the earlier of (i) the ninetieth day after such pricing date (subject to customary automatic extension otherwise agree in the event of the release of earnings results of or material news relating to the Company) writing, and (ii) such earlier day shall cause each holder of at least 5% (if anyon a fully-diluted basis) as may be designated of its equity securities, or any securities convertible into or exchangeable or exercisable for this purpose by the managing underwriters for such offering (each such agreement of the Holdersequity securities, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to purchased from the Company and at any time after the managing underwriters. Notwithstanding the foregoing, date of this Agreement (iother than in a registered public offering) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback Period applicable to the Holders shall not be longer than that which is applicable to any other holder of Shares officer 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 director of the Company to agree not to effect any public sale or distribution (provided that including sales pursuant to Rule 144) of any such restrictions shall apply with respect securities during such period (subject to the securities issuable upon such exerciseany Holdback Extension), (ii) any securities included except as part of such underwritten registration, if otherwise permitted, unless the underwriters managing the registered public offering otherwise agree in the underwritten offering giving rise to the application of this Section 5 or (iii) any Permitted Transferwriting.

Holdback Agreements. The restrictions in this Section 5 (a) No holder of Registrable Securities shall apply to a Holder for as long as such Holder is the beneficial owner of effect any Registrable Securities, as determined public sale or distribution (including sales pursuant to Rule 13d-3 and Rule 13d-5 144) of equity securities of the Exchange Act. If the Company proposes to sell Shares Company, or other any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90-day period beginning on the effective date of any underwritten Demand Registration or underwritten Piggyback Registration (the “Holdback Period”), except as part of any such underwritten registration, unless the underwriters managing the registered public offering otherwise agree in writing. Notwithstanding the foregoing, this Section 3(a) shall not be applicable to or otherwise be binding on the holders of Registrable Securities unless the Company complies with its obligations under Section 3(b) in connection with any such offering. If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last 17 days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of 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), the Holdback Period will be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be. The restriction in the immediately preceding sentence is the “Holdback Extension.” The Company may impose stop-transfer instructions with respect to the shares of its common stock (or otherwise representing a right other securities) subject to acquirethe foregoing restriction during any Holdback Period or any period of Holdback Extension. (b) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the The Company (in which case the Company promptly i) shall notify the Holders) that a not effect any public sale or distribution of securities outside such offering would materially adversely affect such offeringits equity securities, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable foror exercisable for such securities, during the Holdback Period (including during any period of Holdback Extension) (except as part of such underwritten registration or pursuant to an Excluded Registration), unless the underwriters managing the registered public offering otherwise represent a right to acquireagree in writing, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company extent not inconsistent with applicable law, shall cause each of its executive officers and directors and holders (other than the managing underwriters. Notwithstanding Investor) of at least 2% (on a fully diluted basis) of its common stock, or any securities convertible into or exchangeable or exercisable for or having residual economic rights comparable to common stock (other than holders that purchased shares or units solely in a registered public offering), to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 under the foregoingSecurities Act) of any such securities during such periods (except as part of such underwritten registration, (i) the Holders shall not be obligated to enter a Holdback Agreement if otherwise permitted), unless the Company and each selling shareholder underwriters managing the registered public offering otherwise agree in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Transferwriting.

Holdback Agreements. The restrictions in this Section 5 shall apply (a) Each Holder of Registrable Stock agrees, if so required (pursuant to a Holder for as long as such Holder is timely notice) by the beneficial owner Company or the managing underwriter in any Underwritten Offering, not to effect any public sale of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 distribution of securities of the Exchange Act. If Company of the Company proposes to sell Shares same class as the securities included in such Underwritten Registration, or other any securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering exercisable therefor, during the 30 days prior to and the 180 days after any Underwritten Registration pursuant to any registration statement under Section 2 or Section 3 has become effective, except as part of such Underwritten Registration. Notwithstanding the Securities Actforegoing sentence, or if any other Person proposes each Holder of Registrable Stock subject to the foregoing sentence shall be entitled to sell securities during the foregoing period in a secondary underwritten offeringprivate sale. If a request is made pursuant to this Section 4(a), in each case in then the time period during which a Shelf Registration is required to remain continuously effective for such Holders of Registrable Stock pursuant to the Holders have been terms of this Agreement shall be extended 210 days. None of the foregoing provisions of this Section 4(a) shall apply to any Holder of Registrable Stock if such Holder is prevented by applicable statute or regulation from entering into any such agreement; PROVIDED, that any such Holder shall undertake not to effect any public sale or distribution of the Registrable Stock unless such Holder has provided piggyback rights in accordance with Section 3 hereof, and 45 days' prior written notice of such sale or distribution to the underwriter or underwriters. (b) The Company agrees (i) if so required by the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a underwriter of any Underwritten Offering, not to effect any public sale or distribution of securities outside of the same class as the securities included in such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder Underwritten Registration or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable foror exercisable therefor during the 30 days prior to and the 90 days after any Underwritten Registration pursuant to Section 2 or Section 3 has become effective, except as part of such Underwritten Registration and except pursuant to registrations on Form S-4 or otherwise represent a right S-8 or any successor form to acquiresuch Forms, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (to use its best efforts to cause each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 equity securities included in any Underwritten Registration or any securities convertible into or exchangeable or exercisable therefor, in each case purchased from the underwritten offering giving rise to Company at any time after the application date of this Section 5 Agreement (other than in a public offering) to agree not to effect any public sale or distribution of or otherwise dispose of shares of equity securities (iiior such other securities) any Permitted Transferduring such period except as part of such Underwritten Registration.

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 registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder holder of Registrable Securities participating in a Demand Registration or a Piggyback Registration shall agree, severally and not jointly, enter into lock-up agreements with the managing underwriter(s) of an underwritten Public Offering in such form as contemplated agreed to by the holders of a majority of the Registrable Securities participating in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means Public Offering. In the absence of any short sale)such lock-up agreement, or request the registration of, any each holder of Registrable Securities participating in a Demand Registration or a Piggyback Registration agrees as follows: (a) in connection with all Public Offerings, such holder shall not effect any Sale Transaction from the date on which the Company gives notice to the holders of Registrable Securities of the circulation of a preliminary or any securities final prospectus for such Public Offering to the date that is 90 days following the date of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) the final prospectus for a period such Public Offering (each such period, a “Holdback Period”), unless, if an underwritten Public Offering, the underwriters managing such Public Offering otherwise agree in writing; and (b) beginning on in the tenth day before the pricing date for the underwritten offering and extending through the earlier of event that (i) the ninetieth day after such pricing date (subject to customary automatic extension in the Company issues an earnings release or discloses other material information or a material event of the release of earnings results of or material news relating to the Company) and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and its Subsidiaries occurs during the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a last 17 days of any Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, Period or (ii) prior to the expiration of any Holdback Period, 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 hereunder to comply with FINRA Rule 2711(f)(4) (or any successor rule), the Holdback Period applicable to shall be extended until 18 days after the Holders shall not be longer than that which is applicable to any earnings release or disclosure of other holder of Shares and (iii) any agreement with material information or 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 occurrence of the material event, as the case may be (a “Holdback Extension”). The Company (provided that such restrictions shall apply may impose stop-transfer instructions with respect to the securities issuable upon such exercise), shares of Common Stock (iior other securities) any securities included in the underwritten offering giving rise subject to the application of restrictions set forth in this Section 5 or (iii) 4 until the end of such period, including any Permitted TransferHoldback Extension.

Holdback Agreements. The restrictions (a) Notwithstanding any provision of this Agreement to the contrary, in this Section 5 shall apply the event the Company notifies the Holders, in writing and no later than ten (10) days prior to the proposed filing date that the Company intends to file a Holder for as long as such Holder is the beneficial owner registration statement in connection with an underwritten offering of any Registrable Securitiesof its capital stock, as determined pursuant the Holders shall refrain from selling or otherwise distributing, except in accordance with the provisions of Section 2 hereunder, any Underlying Shares within the period beginning up to Rule 13d-3 and Rule 13d-5 seven days prior to the effective date of the Exchange Act. If such registration statement (or on such later date that the Company proposes notifies the Holders, in writing, that such period has begun) and ending up to sell Shares or other securities convertible into or exchangeable for 120 days after such effective date (or otherwise representing on such earlier date that the Company notifies the Holders that such period has ended) (the "Offering Restricted Period"). In the event the Holder's Underlying Shares are not included in such a right to acquire) Shares in a primary registered underwritten offering pursuant to any Section 2 hereof, the Company's obligation under Section 1 to keep the registration statement filed pursuant to Section 1 current and effective shall be extended for a number of days equal to the Offering Restricted Period, or, if earlier, until the date on which all of the Underlying Shares have been disposed of. (b) Notwithstanding anything set forth herein to the contrary, each of the Holders agrees that it will give the Company prior oral notice, directed to its Chief Executive Officer or its Chief Financial Officer, confirmed immediately in writing by facsimile transmission, of its intention to sell any Underlying Shares under the Securities Actshelf registration statement to be filed by the Company pursuant to Section 1 hereof, or if which notice shall be given not less than two (2) days in advance of any other Person proposes to sell securities in a secondary underwritten offering, in each case in which such proposed sale. In the event that the Company thereafter informs the Holders have been provided piggyback rights in accordance with Section 3 hereofthat there exist bona fide financing, and if the managing underwriters for such offering advise acquisition or other plans of the Company (in or other matters which case would require disclosure by the Company promptly shall notify of information, the Holders) that a public sale or distribution premature disclosure of securities outside such offering any of which would materially adversely affect such offering, then, if requested by or otherwise be detrimental to the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not or that the Company desires to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request amend the registration of, any Registrable Securities (statement or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on supplement the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the ninetieth day after such pricing date (subject prospectus in order to customary automatic extension disclose material information required to be disclosed in the event prospectus in order to correct an untrue statement of a material fact or to disclose an omitted fact that is required to be stated therein or necessary to make the statements therein not misleading in light of the release of earnings results of or material news relating to the Company) and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holderscircumstances then existing, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated refrain from selling Underlying Shares until the earlier to enter a Holdback Agreement unless occur of the date (x) the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) notifies the Holdback Period applicable Holders that it has filed with the Commission an amendment or supplement 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 prospectus included in the underwritten offering giving rise shelf registration statement, or (y) the Company notifies the Holders that the potentially disclosable event no longer exists and that the prospectus included in the shelf registration statement does not contain an untrue statement of material fact or omit to state any fact necessary to make the statements therein not misleading (each of which is a "Disclosure Restricted Period"). The Company's obligation under Section 1 to keep the registration statement filed pursuant to Section 1 current and effective shall be extended for a number of days equal to the application Disclosure Restricted Period, or, if earlier, until the date on which all of this Section 5 or (iii) any Permitted Transferthe Underlying Shares have been disposed of.

Holdback Agreements. The restrictions (a) In the case of an underwritten offering by the Stockholders (which includes any underwritten takedown off of a shelf registration statement otherwise permitted by this Agreement), the Company agrees not to effect any public sale or distribution of any of its equity securities (other than any sale or distribution in this Section 5 shall apply connection with any merger, amalgamation, reorganization or consolidation by the Company or any Affiliate of the Company, or the acquisition by the Company or an Affiliate of the Company of shares or assets from any other Person, or in connection with any employee stock ownership or other benefit plan) during the ninety (90) day period (or such longer period that the managing underwriters reasonably request) beginning on the initial effective date of the Registration Statement relating to a Holder Demand Registration, or the date of the Prospectus relating to a Demand Registration that is a shelf takedown, as applicable, unless the underwriters managing the offering agree to such sale or distribution (the "Lock-up Period"). Notwithstanding the foregoing, if the effectiveness of a Registration Statement relating to a Demand Registration has been suspended during the term of the Lock-up Period, the Lock-up Period shall be extended, for as long as such Holder the number of days that the Registration Statement is not effective, subject to the beneficial owner right of the underwriters managing the offering to permit sales, distributions or an early release date. (b) In the case of an underwritten offering by the Company (which includes any underwritten takedown off of a shelf registration statement), each Stockholder agrees not to sell or otherwise transfer or dispose of any shares of Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 Common Stock (or other securities) of the Exchange Act. If Company held by them during the ninety (90) day period (or such longer period that the managing underwriters reasonably request) beginning on the initial effective date of a registration statement of 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 registration statement filed under the Securities Act, or if any other Person proposes the date of the Prospectus (not including a preliminary Prospectus) relating to sell securities in a secondary underwritten offeringshelf takedown, in each case in which as applicable, unless the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if underwriters managing the managing underwriters for offering agree to such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”"Stockholder Lock-up"). Each Holdback Agreement Such agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the The Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 impose stop-transfer instructions with respect to the securities issuable upon such exercise), shares of Registrable Common Stock (iior other securities) any securities subject to the foregoing restriction until the end of the Stockholder Lock-up. If a Stockholder is required to enter into a Stockholder Lock-up at a time when shares of Registrable Common Stock are included in an effective Registration Statement relating to a Demand Registration, then the underwritten offering giving rise period that the Company shall be required to keep such Registration Statement effective shall be extended by the application period of this Section 5 or (iii) any Permitted Transferthe Stockholder Lock-up.

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 registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering ​ and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 5 (a) Each Holder shall apply to a Holder for as long as such Holder is enter into customary agreements restricting the beneficial owner sale or distribution of any Registrable Securities, as determined Equity Securities of the Company (including sales 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 registration statement 144 under the Securities Act, or if any other Person proposes ) to sell securities in a secondary underwritten offering, in each case the extent required by the lead managing underwriter(s) with respect to an applicable Underwritten Offering in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) participates for a period (each such period, a “Holdback Period”) beginning commencing on the tenth day before the pricing date for the underwritten offering of such agreement and extending through continuing until the earlier of (i) the ninetieth 60th calendar day after such pricing the date (subject to customary automatic extension in the event of the release of earnings results of “final” prospectus (or material news relating “final” prospectus supplement if the Underwritten Offering is made pursuant to the Companya Shelf Registration Statement) pursuant to which such Underwritten Offering shall be made and (ii) the earliest date on which similar restrictions applicable to any of the Company’s directors or executive officers terminate or expire. The Company shall not include Registrable Securities of any Holder in such earlier day an Underwritten Offering unless such Holder enters into a customary agreement restricting the sale or distribution of Equity Securities of the Company (including sales pursuant to Rule 144 under the Securities Act) if anyrequested by the lead managing underwriter(s) to the extent set forth in the preceding sentence. (b) If any Demand Registration or Shelf Offering involves an Underwritten Offering, the Company will not, and will use commercially reasonable efforts to cause its directors and executive officers to not, effect any sale or distribution of shares of Common Stock (or securities convertible into or exchangeable or exercisable for shares of Common Stock) (other than an Excluded Registration Statement) for its (or their, as applicable) own account within 60 calendar days (plus an extension period as may be designated for this purpose proposed by the lead managing underwriters underwriter(s) for such offering (each Underwritten Offering to address FINRA regulations regarding the publication of research, or such agreement shorter periods as the lead managing underwriter(s) may agree with the Company) after the effective date of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall such registration except as may otherwise be in writing in form and substance satisfactory to agreed between the Company and the lead managing underwriters. Notwithstanding the foregoing, (iunderwriter(s) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in of such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 TransferUnderwritten Offering.

Holdback Agreements. The restrictions (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 Section 5 Article II by the 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 securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning seven days prior to, and ending 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 a Follow-On Holdback Period or (ii) prior to the expiration of a Follow-On Holdback Period, 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 Follow-On Holdback Period 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 a Holder for as long as such Holder any person who (i) is the beneficial owner of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 not an executive officer or director of the Exchange Act. If Company, a selling stockholder in such offering or a person selling Holdings Units to the Company, Holdings or any of the their respective subsidiaries if such purchase is funded by the sale of Class A Common Stock by the Company, Holdings or any of their respective subsidiaries in such offering and (ii) holds, together with its affiliates, less than 1% of the then-outstanding Class A Common Stock. (b) The Company proposes agrees (i) not to sell Shares effect any public sale or other distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (as such term is defined in the Other Registration Rights Agreement) (or otherwise representing for such shorter period as to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with an Exchange Registration or any employee benefit or similar plan, any dividend reinvestment plan, or a right business acquisition or combination and (ii) to acquireuse all reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) Shares of its Class A Common Stock, or any securities convertible into or exchangeable or exercisable for such Class A Common Stock, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a primary underwritten offering pursuant registered offering) to agree not to effect any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside any such offering would materially adversely affect Class A Common Stock during such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each except as part of such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 exerciseotherwise permitted), (ii) any securities included in the underwritten offering giving rise to the application of this Section 5 or (iii) any Permitted Transfer.

Holdback Agreements. (a) The restrictions in this Section 5 Company shall apply have the right to a Holder for as long as such Holder is require that each holder of Registrable Securities shall not effect any public sale or distribution (including sales pursuant to the beneficial owner of any Registrable Securities, as determined Shelf Registration or pursuant to Rule 13d-3 and Rule 13d-5 144) of common stock of the Exchange Act. If Company during the ten business days prior to, and the 90-day period beginning on, the effective date of the registration under the Securities Act of any underwritten offering of Common Stock by the Company proposes and/or stockholders of the Company, unless the managing underwriter(s) for the public offering otherwise agree. In order to sell Shares exercise its rights under this Paragraph 3(a), the Company shall provide holders of Registrable Securities (i) the right to participate in such underwritten offering as provided in paragraph 2 and (ii) written notice of the estimated effective date of any such registration at least ten business days prior to such effectiveness. The restrictions of the this paragraph 3(a) shall apply whether or other not a holder of Registrable Securities elects to participate on a Piggyback Registration or is able to include in such Piggyback Registration all Registrable Securities desired to be so included. The Company shall be entitled to exercise its rights under this Paragraph 3(a) not more than twice during any calendar year. (b) The Company shall not effect any public sale or distribution of its common stock, or any securities convertible into or exchangeable or exercisable for such securities, during the ten business days prior to and during the 90-day period beginning on the effective date of any underwritten Piggyback Registration (except as part of such underwritten registration or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Actan Exempt Registration), or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if unless the managing underwriters underwriter(s) for such offering advise the Company Piggyback Registration otherwise agree. (in which case the Company promptly c) Each holder of Registrable Securities shall notify the Holders) that a not effect any public sale or distribution (including sales pursuant to the Shelf Registration or pursuant to Rule 144) of securities outside common stock of the Company during the 30-day period beginning on the date a notice of the type contemplated by Paragraph 4(e) is delivered to such offering would materially adversely affect holder (or such offering, then, if requested shorter period specified by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 (a) To the extent not inconsistent with applicable law, in this Section 5 shall apply to connection with a Holder for as long as such Holder public offering of securities of whichever of Cynat or Genaderm is the beneficial owner registrant company, upon the request of the applicable registrant company or the underwriter, in the case of an underwritten public offering, the underwriters managing such underwritten offering of the registrant company's securities, each holder of the applicable Registrable Securities who owns at least 5% of the outstanding capital stock of the applicable registrant company on an "as-converted" basis or is an officer or director of the registrant company will not effect any public sale or distribution (other than those included in the registration) of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 securities of the Exchange Act. If the Company proposes to sell Shares registrant company, or other securities any securities, options or rights convertible into or exchangeable or exercisable for such securities during the seven (or otherwise representing a right 7) days prior to acquireand the ninety (90) Shares -day period beginning on such effective date, unless (in a primary the case of an underwritten offering pursuant to any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten public offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if ) the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that otherwise agree to a public sale or distribution shorter period of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriterstime. Notwithstanding the foregoing, (i) the Holders no Designated Holder shall not be obligated required to enter a Holdback Agreement into any such "lock up" agreement unless and until all of the Company applicable registrant company's executive officers and each selling shareholder in such offering, if any, also directors execute agreements substantially similar "lock up" agreements and the registrant company uses commercially reasonable efforts to such Holdback Agreement, (ii) the Holdback Period applicable to the Holders shall not be longer than that which is applicable to any other cause each holder of Shares and (iii) any more than 5% of its outstanding capital stock to execute substantially similar "lock up" agreements. Neither the applicable registrant company nor the underwriter shall amend, terminate or waive a "lock up" agreement unless each "lock up" agreement with a Designated Holder is also amended or waived in a similar manner or terminated, as the underwriters with respect case may be. (b) Whichever of Cynat or Genaderm is the registrant company shall have the right at any time to require that the Designated Holders of Registrable Securities suspend further open market offers and sales of the applicable Registrable Securities pursuant to a Holdback Period shall provide that Registration Statement filed hereunder whenever in the underwriters reasonable judgment of the applicable registrant company after consultation with counsel there is or may not waive be in existence a Changing Event (as defined in Section 1.6(e)). The applicable registrant company will give 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 Designated Holders notice of any warrants or options such suspension and will use all reasonable best efforts to purchase securities minimize the length 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 Transfersuspension.

Holdback Agreements. The restrictions in this Section 5 shall apply With respect to a Holder for as long as such Holder is the beneficial owner of each and every Underwritten Public Offering: (a) each Shareholder agrees not to effect any Registrable Securitiespublic sale or distribution, as determined including any sale pursuant to Rule 13d-3 and Rule 13d-5 of the Exchange Act. If the Company proposes to sell Shares 144, 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 successor provision, under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities in each case, other than as part of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securitiessuch Underwritten Public Offering) for a period (each such period, a “Holdback Period”) beginning on during the tenth day before 10 business days preceding the pricing date scheduled for the underwritten beginning of the “road show” to be conducted by the Company executives in connection with such offering (as determined by the managing underwriter in good faith) or, if a shorter time period upon the date of receipt of notice of the date scheduled for such Underwritten Public Offering, and extending through ending not later than the earlier to occur of (i) 90 days following the ninetieth day after such pricing effective date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to registration statement filed in connection with the Company) and Underwritten Public Offering, (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to date that the Company and the managing underwriters. Notwithstanding underwriter determine not to complete the foregoingUnderwritten Public Offering within 10 days following the completion of the road show, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback Period applicable to the Holders shall not be longer than that which is applicable to any other holder of Shares and or (iii) any agreement with 60 days after the underwriters with respect to a Holdback Period shall provide start of the holdback period if the offering has not commenced by that the underwriters may not waive date; provided, however, that the holdback period for any other holder of Shares unless it is similarly waived for the Holderssuch Underwritten Public Offering shall not exceed 120 days in aggregate. A Holdback Agreement holdback period for a subsequent Underwritten Public Offering shall not begin sooner than 120 days after the end of a prior holdback period; provided that this 120-day interval period shall not apply where the Company and the managing underwriter have determined not to (i) proceed with the exercise Underwritten Public Offering following the road show, provided further, if the Company provides notice of any warrants or options to purchase securities a new holdback period within the 120-day period following termination of the Company prior holdback period (provided that as a result of a determination not to proceed with the Underwritten Public Offering) then in such restrictions case the maximum number of days for which the new holdback period may apply shall apply with respect to be 120 days less the securities issuable upon such exercise), (ii) any securities included in number of days during which the underwritten offering giving rise to the application of this Section 5 or (iii) any Permitted Transferprior holdback period was effective.

Holdback Agreements. The Each of the Key Holders (regardless of whether or not such Key Holder is a selling stockholder in any underwritten Demand Registration, Underwritten Shelf Takedown or underwritten Piggyback Registration, and, in each case, with respect to the Registrable Common Stock not included in such underwritten offering) and the Company agrees not to, and the Company, if requested by the lead managing underwriter, shall obtain from its directors and executive officers (other than with respect to shares deemed to be beneficially owned by such officer or director or an Affiliate of such officer or director which are included in the underwritten offering), and use its commercially reasonable best efforts to obtain from its beneficial owners of 5% or more of the Company’s outstanding voting stock, agreements (in the underwriters’ customary form) not to, directly or indirectly offer, sell, pledge, contract to sell, (including any short sale), grant any option to purchase or otherwise dispose of any equity securities of the Company or enter into any hedging transaction relating to any equity securities of the Company during the 90 days beginning on the effective date of any underwritten Demand Registration Statement or any underwritten Piggyback Registration Statement or the pricing date of any Underwritten Shelf Registration Takedown (except as part of such underwritten registration or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriter managing the offering otherwise agrees to a shorter period, provided, however, that (i) the lock-up agreements, if any, with the Company’s officers and directors shall be on terms no less favorable than those of the Key Holders; and (ii) if (A) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the lock-up period, or (B) prior to the expiration of the holdback period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the holdback period, the restrictions in imposed by this Section 5 7 shall continue to apply to a Holder for until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that this sentence shall not apply if any research published or distributed by any underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as long as such Holder is the beneficial owner defined in Rule 101(c)(1) of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 Regulation M of the Exchange Act. If the 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 registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 impose stop-transfer instructions with respect to the securities issuable upon such exercise), (ii) any securities Registrable Common Stock not included in the underwritten offering giving rise or other securities subject to the application foregoing restriction until the end of this Section 5 or (iii) any Permitted Transferthe applicable holdback period.

Holdback Agreements. The restrictions (a) No holder of Registrable Securities shall engage 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 public sale or distribution (including sales pursuant to Rule 13d-3 144) (a “Sale Transaction”) of any Equity Securities, during the seven (7) days prior to and Rule 13d-5 the ninety (90)-day period beginning on (i) the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration or (ii) 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 “pricing” date of any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offeringUnderwritten Shelf Take-Down, in each case in which Registrable Securities are included (the Holders have been provided piggyback rights “Holdback Period”), except as part of such registration or pursuant to registrations on Form S-4, unless the underwriters managing the offering agree to a shorter period in accordance with Section 3 hereofwriting, and if the managing underwriters for such offering advise the Company (in which case the Holdback Period shall be the shorter period agreed to by the managing underwriters. If requested by the underwriters managing the offering, each holder of Registrable Securities shall enter into a lock-up agreement with the applicable underwriters that is consistent with the agreement in this Section 2.3(a). The Company promptly may impose stop-transfer instructions with respect to the Equity Securities subject to the foregoing restriction until the end of such Holdback Period. Notwithstanding anything to the contrary set forth above, in connection with a Block Sale, no holder of Registrable Securities shall notify be subject to a lock-up agreement, other than, if requested by the Holdersmanaging underwriter for such offering, a holder of Registrable Securities that is participating in such Block Sale. (b) that a The Company shall not effect any public sale or distribution of securities outside its Equity Securities or any option, warrant, security or right exercisable for or convertible or exchange into any of the foregoing, during the seven (7) days prior to and during such offering would materially adversely affect such offering, then, if requested period of time (not to exceed ninety (90) days) as may be determined by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by underwriters managing such Holder or under common control with such Holder, not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the underwritten registration of, any Registrable Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of following (i) the ninetieth day after effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such pricing date (subject underwritten registration or pursuant to customary automatic extension in the event of the release of earnings results of registrations on Form S-4 or material news relating to the Companyany successor form) and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, or (ii) the Holdback Period applicable to the Holders shall not be longer than that which is applicable to “pricing” date of any other holder of Shares and (iii) any agreement with Underwritten Shelf Take-Down, in each case unless the underwriters with respect to a Holdback Period shall provide that managing 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 registered public offering otherwise agree in the underwritten offering giving rise to the application of this Section 5 or (iii) any Permitted Transferwriting.

Holdback Agreements. The Each of the Key Holders (regardless of whether or not such Key Holder is a selling stockholder in any underwritten Demand Registration, Underwritten Shelf Takedown or underwritten Piggyback Registration, and, in each case, with respect to the Registrable Common Stock not included in such underwritten offering) and the Company agrees not to, and the Company, if requested by the lead managing underwriter, shall obtain from its directors and executive officers (other than with respect to shares deemed to be beneficially owned by such officer or director or an Affiliate of such officer or director which are included in the underwritten offering), and use its commercially reasonable best efforts to obtain from its beneficial owners of five percent (5%) or more of the Company’s outstanding voting stock, agreements (in the underwriters’ customary form) not to, directly or indirectly offer, sell, pledge, contract to sell, (including any short sale), grant any option to purchase or otherwise dispose of any equity securities of the Company or enter into any hedging transaction relating to any equity securities of the Company during the ninety (90) days beginning on the effective date of any underwritten Demand Registration Statement or any underwritten Piggyback Registration Statement or the pricing date of any Underwritten Shelf Registration Takedown (except as part of such underwritten registration or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriter managing the offering otherwise agrees to a shorter period, provided, however, that (i) the lock-up agreements, if any, with the Company’s officers and directors shall be on terms no less favorable than those of the Key Holders; and (ii) if (A) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last seventeen (17) days of the lock-up period, or (B) prior to the expiration of the holdback period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the holdback period, the restrictions in imposed by this Section 5 7 shall continue to apply to a Holder for until the expiration of the eighteen (18) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that this sentence shall not apply if any research published or distributed by any underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as long as such Holder is the beneficial owner defined in Rule 101(c)(1) of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 Regulation M of the Exchange Act. If the 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 registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 impose stop-transfer instructions with respect to the securities issuable upon such exercise), (ii) any securities Registrable Common Stock not included in the underwritten offering giving rise or other securities subject to the application foregoing restriction until the end of this Section 5 or (iii) any Permitted Transferthe applicable holdback period.

Holdback Agreements. The restrictions (a) At the request of the underwriter(s), each holder of Registrable Securities shall be subject to, and each will be released on an equal basis from, customary lock-ups in this Section 5 shall apply connection with underwritten offerings (90 days in the case of all underwritten Piggyback Registrations) (each a “Following Holdback Period”)), except to the extent the underwriter(s) agree to a Holder for as long as such Holder is shorter lock-up period. If (i) the beneficial owner Company issues an earnings release or other material news or a material event relating to the Company and its subsidiaries occurs during the last 17 days of any Registrable SecuritiesFollowing Holdback Period (as applicable) or (ii) prior to the expiration of any Following 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 NASD Rule 2711(f)(4), the Following Holdback Period (as applicable) shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as determined pursuant the case may be (such period referred to Rule 13d-3 and Rule 13d-5 herein as the “Holdback Extension”). The Company may impose stop-transfer instructions with respect to the shares of the Exchange Act. If the Company proposes to sell Shares Common Stock (or other securities) subject to the foregoing restriction until the end of such period, including any period of Holdback Extension. (b) The Company shall not effect any public sale or distribution of its equity securities, or any 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, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters exercisable for such offering advise securities, during the Company seven days prior to and during such period of time (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to exceed 90 days in all cases (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means except as extended during the period of any short saleHoldback Extension)), or request the registration of, any Registrable Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose determined by the underwriters managing underwriters for such offering underwritten registration, following the effective date of any underwritten Piggyback Registration (each except as part of such agreement of the Holdersunderwritten registration or pursuant to registrations on Form S-8 or any successor form), a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder underwriters managing the offering otherwise agree in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Transferwriting.

Holdback Agreements. The restrictions (a) Notwithstanding any provision herein to the contrary, in this Section 5 shall apply the event the Company notifies the Holders, in writing and no later than ten (10) days prior to the proposed filing date that the Company intends to file a Holder for as long as such Holder is the beneficial owner registration statement in connection with an underwritten offering of any of its capital stock, the Holders shall refrain from selling or otherwise distributing any Registrable SecuritiesSecurities within the period beginning up to seven days prior to the effective date of such registration statement (or on such later date that the Company notifies the Holders, as determined in writing, that such period has begun) and ending up to 120 days after such effective date (or on such earlier date that the Company notifies the Holders that such period has ended) (the "Offering Restricted Period"). (b) Notwithstanding anything set forth herein to the contrary, if the registration statement filed by the Company pursuant to Rule 13d-3 and Rule 13d-5 Section 2 hereof is a shelf registration statement, each of the Exchange Act. If Holders agrees that it will give the Company proposes prior oral notice, directed to its Chief Executive Officer or its Chief Financial Officer, confirmed immediately in writing by facsimile transmission, of its intention to sell Shares any Registrable Securities under such shelf registration statement, which notice shall be given not less than two (2) days in advance of any such proposed sale. In the event that the Company thereafter informs the Holders that there exist bona fide financing, acquisition or other securities convertible into plans of the Company or exchangeable for (other matters which would require disclosure by the Company of information, the premature disclosure of any of which would adversely affect or otherwise representing a right be detrimental to acquire) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not or that the Company desires to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request amend the registration of, any Registrable Securities (statement or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on supplement the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the ninetieth day after such pricing date (subject prospectus in order to customary automatic extension disclose material information required to be disclosed in the event prospectus in order to correct an untrue statement of a material fact or to disclose an omitted fact that is required to be stated therein or necessary to make the statements therein not misleading in light of the release of earnings results of or material news relating to the Company) and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holderscircumstances then existing, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated refrain from selling Registrable Securities until the earlier to enter a Holdback Agreement unless occur of the date (x) the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) notifies the Holdback Period applicable Holders that it has filed with the Commission an amendment or supplement 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 prospectus included in the underwritten offering giving rise shelf registration statement, or (y) the Company notifies the Holders that the potentially disclosable event no longer exists and that the prospectus included in the shelf registration statement does not contain an untrue statement of material fact or omit to state any fact necessary to make the statements therein not misleading (each of which is a "Disclosure Restricted Period"). The Company's obligation under Section 2 to keep a shelf registration statement filed pursuant to Section 2 current and effective shall be extended for a number of days equal to the application Disclosure Restricted Period, or, if earlier, until the date on which all of this Section 5 or (iii) any Permitted Transferthe Registrable Securities have been disposed of.

Holdback Agreements. The restrictions (i) Notwithstanding any provision of this Agreement to the contrary, in this Section 5 shall apply the event the Company notifies the Holder, in writing and no later than 10 days prior to the proposed filing date, that the Company intends to file a Holder for as long as such Holder is the beneficial owner registration statement in connection with an underwritten offering of any Registrable Securitiesof its capital stock, as determined pursuant the Holder shall refrain from selling or otherwise distributing, except in accordance with the provisions of Section 6(b) hereof, any Warrant Shares within the period beginning up to Rule 13d-3 and Rule 13d-5 seven days prior to the effective date of the Exchange Act. If such registration statement (or on such later date that the Company proposes notifies the Holder, in writing, that such period has begun) and ending up to sell Shares or other securities convertible into or exchangeable for 90 days after such effective date (or otherwise representing on such earlier date that the Company notifies the Holder that such period has ended) (the "Offering Restricted Period"). In the event the Holder's Warrant Shares are not included in such a right to acquire) Shares in a primary registered underwritten offering pursuant to any Section 6(b) hereof, the Company's obligation under Section 6(a)(iii) to keep the registration statement filed pursuant to Section 6(a) current and effective shall be extended for a number of days equal to the Offering Restricted Period, or, if earlier, until the date on which all of the Warrant Shares have been disposed of. (ii) Notwithstanding anything set forth herein to the contrary, the Holder agrees that it will give the Company prior oral notice, directed to its Chief Executive Officer or its Chief Financial Officer, confirmed immediately in writing by facsimile transmission, of its intention to sell any Warrant Shares under the Securities Actshelf registration statement, or if which notice shall be given not less than two (2) days in advance of any other Person proposes to sell securities in a secondary underwritten offeringsuch proposed sale. In the event that the Company thereafter informs the Holder, within one (1) day of its receipt of such notice, that, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereofgood faith exercise of its reasonable business judgment, and if the managing underwriters for such offering advise there exist bona fide financing, acquisition or other plans of the Company (in or other matters which case could require disclosure by the Company promptly shall notify of information, the Holders) that a public sale or distribution premature disclosure of securities outside such offering any of which would materially adversely affect such offering, then, if requested by or otherwise be materially detrimental to the Company, each the Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request refrain from selling the registration of, any Registrable Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through Warrant Shares until the earlier to occur of the date (ix) the ninetieth day after such pricing date (subject to customary automatic extension in Company notifies the event of Holder that it has filed with the release of earnings results of Commission an amendment or material news relating supplement to the Company) and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 prospectus included in the underwritten offering giving rise shelf registration statement, (y) the Company notifies the Holder that the potentially disclosable event no longer exists and that the prospectus included in the shelf registration statement does not contain an untrue statement of material fact or omit to state any fact necessary to make the statements therein not misleading, or (z) which is 90 days after the date that the Holder orally notified the Company of its intention to sell any Warrant Shares (each of which is a "Disclosure Restricted Period"). The Company's obligation under Section 6(a)(iii) to keep the registration statement filed pursuant to Section 6(a) current and effective shall be extended for a number of days equal to the application Disclosure Restricted period, or, if earlier, until the date on which all of this Section 5 or (iii) any Permitted Transferthe Warrant Shares have been disposed of.

Holdback Agreements. The restrictions in this Section 5 (a) No holder of Registrable Securities shall apply to sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a Holder for as long as such Holder is the beneficial owner of any Registrable Securities, as determined sale (including sales pursuant to Rule 13d-3 and Rule 13d-5 144) (a "Sale Transaction") of any equity securities of the Exchange Act. If the Company proposes to sell Shares Company, or other any securities convertible into or exchangeable or exercisable for any such equity securities, during the seven (7) days prior to and the 90-day period beginning on the effective date of such underwritten registration (each a "Holdback Period"), except as part of such underwritten registration, unless the underwriters managing such public offering otherwise agree in writing or unless the holders of PIPE Securities are subject to substantially similar restrictions. If (i) the Company issues an earnings release or other material news or a material event relating to the Company and its Subsidiaries occurs, in either case during the last 17 days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of 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), the Holdback Period will be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the "Holdback Extension"). The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or otherwise representing a right other securities) subject to acquirethe foregoing restriction until the end of such period, including any period of any Holdback Extension. (b) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the The Company (in which case the Company promptly i) shall notify the Holders) that a not effect any public sale or distribution of securities outside such offering would materially adversely affect such offeringits equity securities, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable foror exercisable for such securities, during the seven (7) days prior to and during such period of time as may be determined by the underwriters managing such underwritten registration following the effective date of any underwritten Short Form Registration or Piggyback Registration (not to exceed 90 days (except as extended during the period of any Holdback Extension)) (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise represent a right to acquireagree in writing, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day shall cause each holder of at least 5% (if anyon a fully-diluted basis) as may be designated of its Common Stock, PIPE Securities, or any securities convertible into or exchangeable or exercisable for this purpose by the managing underwriters for such offering (each such agreement of the HoldersCommon Stock, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to purchased from the Company and at any time after the managing underwriters. Notwithstanding the foregoingdate of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (as extended by any Holdback Extension), (i) the Holders shall not be obligated to enter a Holdback Agreement except as part of such underwritten registration, if otherwise permitted, unless the Company and each selling shareholder underwriters managing the registered public offering otherwise agree in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Transferwriting.

Holdback Agreements. The restrictions (a) In connection with any Underwritten Offering in this which a Demand Stockholder participates pursuant to Section 5 1.2, each such Demand Stockholder agrees to enter into customary agreements, including such customary carve-outs and limitations as any such Demand Stockholder may reasonably request, restricting the public sale or distribution of equity securities of the Company (including sales pursuant to Rule 144 under the Securities Act) to the extent required in writing by the lead managing underwriter(s) with respect to an applicable Underwritten Offering during the period commencing on the date of the “pricing” of such Underwritten Offering) and continuing for not more than the lesser of (i) the period to which the Company (subject to customary carve-outs and limitations) is restricted and (ii) sixty (60) days after the date of the “final” prospectus (or “final” prospectus supplement if the Underwritten Offering is made pursuant to a Shelf Registration Statement), pursuant to which such Underwritten Offering shall be made, or such lesser period as is required by the lead managing underwriter(s). Any discretionary waiver or termination of the requirements under the foregoing provisions made by the Company or applicable lead managing underwriter(s) shall apply to each Demand Stockholder on a Holder for as long as such Holder is pro rata basis. (b) If any Demand Registration involves an Underwritten Offering or in the beneficial owner event of a Marketed Underwritten Shelf Offering, the Company will not effect any public sale or distribution 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 common equity (or other securities convertible into or exchangeable or exercisable for common equity) (or otherwise representing other than a right to acquire) Shares in a primary underwritten offering pursuant to any registration statement under on Form X-0, Xxxx X-0 or any successor forms thereto) for its own account, within sixty (60) days, after the Securities Act, date of such Underwritten Offering or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointlyMarketed Underwritten Shelf Offering, as contemplated in this Section 5applicable, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) except as may otherwise be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to agreed between the Company and the lead managing underwriters. Notwithstanding the foregoingunderwriter(s) of such Underwritten Offering or Marketed Underwritten Shelf Offering, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Transferas applicable.

Holdback Agreements. The restrictions (a) Each Seller agrees that if requested in this Section 5 shall apply writing in connection with an underwritten offering made pursuant to a Holder Registration Statement for as long as which such Holder is the beneficial owner of any Registrable Securities, as determined Seller has registration rights pursuant to Rule 13d-3 and Rule 13d-5 this ARTICLE II by the managing underwriter or underwriters 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 registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary such underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a holder will not effect any public sale or distribution of any of the securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of such underwritten offering), during the period beginning seven days prior to, and ending 90 days after, the effective date of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period such subsequent underwritten registration (each such period, a the “Holdback Period”) beginning on ), except as part of any such underwritten registration (or for such shorter period as to which the tenth day before the pricing date for the underwritten offering and extending through the earlier of managing underwriter or underwriters may agree, provided that such shorter period applies equally to all Sellers). If (i) the ninetieth day after such pricing date (subject to customary automatic extension in the Company issues an earnings release or discloses other material information or a material event of the release of earnings results of or material news relating to the Company) and Company occurs during the last 17 days of a Holdback Period or (ii) prior to the expiration of a Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such earlier day (if any) period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period 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 designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback AgreementExtension”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, no Holdback Period shall apply to any person who (i) is not an executive officer or director of the Holders shall not be obligated to enter Company, a Holdback Agreement unless the Company and each selling shareholder stockholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, offering and (ii) the Holdback Period applicable to the Holders shall not be longer holds, together with its affiliates, less 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 1% 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 Transferthen-outstanding Class A Common Stock.

Holdback Agreements. The restrictions (a) If (i) the Company or JCC Holding, as the case may be, shall file a registration statement (other than in this Section 5 shall apply connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a Holder for as long as such Holder is the beneficial owner of any Registrable Securitiesmerger, as determined pursuant to Rule 13d-3 and Rule 13d-5 exchange offer or a transaction 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 acquiretype specified in Rule 145(a) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act) with respect to the Common Stock or similar securities or securities convertible into, or if exchangeable or exercisable for, such securities and (ii) with reasonable prior notice, the Company or JCC Holding, as the case may be, (in the case of a nonunderwritten public offering by the Company or JCC Holding, as the case may be, pursuant to such registration statement) advises Initial Holders in writing that a public sale or distribution of any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if Registrable Securities would materially adversely affect such offering or the managing underwriter or underwriters for (in the case of an underwritten public offering by the Company or JCC Holding, as the case may be, pursuant to such offering registration statement) advise the Company or JCC Holding, as the case may be, in writing (in which case the Company promptly or JCC Holding, as the case may be, shall notify the HoldersInitial Holders with a copy of such underwriter's notice) that a public sale or distribution of securities outside such offering Registrable Securities would materially adversely affect such offering, thenthen each Initial Holder shall, if requested by to the Companyextent not inconsistent with applicable law, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder refrain from effecting any public sale or under common control with such Holder, not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means distribution of any short sale), or request the registration of, any Registrable Securities (including any sale pursuant to Rule 144) during the ten (10) days prior to the effective date of such registration statement and until the earliest of (A) the abandonment of such offering, (B) 90 days after the effective date of such registration statement and (C) if such offering is an underwritten offering, the termination in whole or any securities in part of any Person that are convertible into "hold back" period obtained by the underwriter or exchangeable forunderwriters in such offering from the Company or JCC Holding, or otherwise represent a right to acquireas the case may be, any Registrable Securities) for a period in connection therewith (each such period, a “Holdback "Hold Back Period”"). (b) beginning Each of the Company and JCC Holding agrees not to effect any public sale or distribution (other than public sales or distributions solely by and for the account of the Company or JCC Holding of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any securities during the period commencing on the tenth day before date the pricing date for Company or JCC Holding, as the underwritten offering case may be, receives a request from an Initiating Holder pursuant to Section 2 and extending through continuing until 90 days after the earlier commencement of (i) the 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) such earlier day (a Public Offering, if any) as may be designated for this purpose requested by the managing underwriters underwriter in such Public Offering, or for any such offering (each such agreement of shorter period as the Holdersmanaging underwriter shall request; provided, a “Holdback Agreement”). Each Holdback Agreement however, that neither the Company nor JCC Holding shall be in writing in form and substance satisfactory required to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback Period applicable to the Holders shall not be longer than that which is applicable to any other holder of Shares and (iii) any agreement comply 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 (iii3(b) any Permitted Transferon more than one occasion.

Holdback Agreements. The restrictions (a) If requested by the Company or the managing underwriter(s), each Holder participating in this Section 5 an underwritten Public Offering shall apply enter into customary lock-up agreements with the managing underwriter(s) of such Public Offering. In the absence of any such lock-up agreement, each Holder participating in an underwritten Public Offering agrees as follows: (i) in the event of an underwritten Public Offering by the Company (whether for the account of the Company or otherwise), not to a Holder for as long as such Holder is the beneficial owner offer, sell, contract to sell or otherwise dispose 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 any securities convertible into or exchangeable or exercisable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering such securities, including any sale pursuant to any registration statement Rule 144 under the Securities ActAct (except as part of such underwritten Public Offering), or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which during the Holders have been provided piggyback rights in accordance with Section 3 hereofseven days prior to, and if during the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a 90-day period (each such period, a the “Holdback Period”) beginning on the tenth day before effective date of the registration statement for such underwritten Public Offering (or, in the case of an underwritten Public Offering pursuant to an effective shelf registration statement pursuant to Rule 415, the pricing date for the such underwritten offering and extending through the earlier of Public Offering); (iii) the ninetieth day after such pricing date (subject to customary automatic extension in the event of that (A) the Company issues an earnings release of earnings results of or discloses other material news information or a material event relating to the Company) and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and its Subsidiaries occurs during the last 17 days of any Holdback Period or (B) prior to the expiration of any Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such Holdback Period, then to the extent necessary for a managing underwriters. Notwithstanding the foregoingor co-managing underwriter of a registered offering hereunder to comply with FINRA Rule 2711(f)(4), (i) if agreed to by the Holders shall not be obligated to enter representing a Holdback Agreement unless majority of the Company and each selling shareholder Registrable Securities included in such offeringUnderwritten Takedown, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback Period applicable to shall be extended until 18 days after the Holders shall not be longer than that which is applicable to any earnings release or disclosure of other holder of Shares and (iii) any agreement with material information or 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 occurrence of the Company (provided that such restrictions shall apply with respect to material event, as 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 Transfercase may be.

Holdback Agreements. The restrictions To the extent not inconsistent with applicable law, in this Section 5 shall apply to connection with a public offering of securities of the Company, upon the request of the Company or the underwriter, in the case of an underwritten public offering of the Company’s securities, each Designated Holder for who beneficially owns (as long as such Holder is the beneficial owner of any Registrable Securities, as determined pursuant to defined in Rule 13d-3 and Rule 13d-5 of adopted by the SEC under the Exchange Act. If ) at least 5% of the outstanding capital stock of the Company proposes will not effect any public sale or distribution (other than those included in the registration statement being filed with respect to sell Shares such public offering) of any securities of the Company, or other securities any securities, options or rights convertible into or exchangeable or exercisable for such securities during the 14 days prior to and the 180-day period beginning on such effective date, unless (or otherwise representing a right to acquirein the case of an underwritten public offering) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that otherwise agree to a public sale or distribution shorter period of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriterstime. Notwithstanding the foregoing, no Designated Holder shall be required to enter into any such "lock-up" agreement unless and until all of the Company’s executive officers and directors execute substantially similar "lock-up" agreements and the Company uses commercially reasonable efforts to cause each holder of more than 5% of its outstanding capital stock to execute substantially similar "lock-up" agreements. Neither the Company nor the underwriter shall amend, terminate or waive a "lock-up" agreement unless each "lock-up" agreement with a Designated Holder is also amended or waived in a similar manner or terminated, as the case may be. The Company shall have the right at any time, to suspend the filing of a Registration Statement under Section 2.3 or require that the Designated Holders of Registrable Securities suspend further open market offers and sales of Registrable Securities pursuant to a Registration Statement filed hereunder for a period not to exceed an aggregate of 30 days in any six-month period or an aggregate of 60 days in any twelve-month period for valid business reasons (not including avoidance of their obligations hereunder) (i) the Holders shall not be obligated to enter avoid premature public disclosure of a Holdback Agreement unless the Company pending corporate transaction, including pending acquisitions or divestitures of assets, mergers and each selling shareholder in such offering, if any, also execute agreements substantially combinations and similar to such Holdback Agreement, events; and (ii) upon the Holdback 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 occurrence of any warrants or options to purchase securities of the events specified in Sections 2.6(e) or 2.6(i). If the Company (provided that such restrictions shall apply with respect to violates the securities issuable upon such exercise), (ii) any securities included in the underwritten offering giving rise to the application provisions of this Section 5 or (iii) any Permitted Transfer2.5(b), it shall pay each Purchaser a penalty equal to equal to 1% of the aggregate purchase price paid by such Purchaser in the Offering until such time as the applicable suspension has been lifted by the Company.

Holdback Agreements. The restrictions in this Section 5 6 shall apply to a Holder only for as long as such Holder NAB is the beneficial owner of any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 of the Exchange ActCommon Stock. If the Company proposes to sell Shares sells Common Stock or other securities SC1:3692634.5 convertible into or exchangeable for (or otherwise representing a right to acquire) Shares Common Stock in a primary underwritten offering pursuant to any registration statement under the Securities ActAct (whether or not the Stockholder is given an opportunity to participate), or if any other Person proposes to sell securities sells Common Stock in a secondary underwritten offering pursuant to a Piggyback Registration and the Stockholder is given an opportunity (not subsequently reduced by more than twenty-five percent (25%) or withdrawn pursuant to the “cut-back” provisions of this Agreement) to participate in the offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the HoldersStockholder) that a public sale or distribution of securities Registrable Common Stock outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder NAB shall agree, severally and not jointly, as contemplated in this Section 56, not to (and to cause its controlled Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities Common Stock (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable SecuritiesCommon Stock) for a period equal (each such period, a “Holdback Period”) to the lesser of (i) ninety (90) days beginning on the tenth day before and including the pricing date for the such underwritten offering and extending through the earlier of (i) the 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) such earlier day (if any) shorter period as may be designated for this purpose by to which the managing underwriters for such offering may agree (each such agreement of the HoldersNAB, a “Holdback Agreement”). Notwithstanding the foregoing, the Stockholder 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 three hundred sixty-five (365) days, other than any such Holdback Agreement relating to an underwritten offering in which the Stockholder was permitted to participate without being subject to an underwriters’ cutback. Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders NAB shall not be obligated to enter make a Holdback Agreement unless the Company and Company, each selling shareholder in such offering, all of the Company’s officers and directors and each Person (if any) who beneficially owns ten percent (10%) or more of the outstanding Common Stock and has the right to require the Company to register Common Stock for sale under the Securities Act (collectively, “Other Holdback Parties”) also execute agreements substantially similar identical to such Holdback Agreement, (ii) the . Each Holdback 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 Agreement shall provide that NAB shall be released from its obligations thereunder if and when any of the underwriters may not waive Other Holdback Parties is released (in whole or in part) from the holdback period for prohibition on offers and sales of Common Stock 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 Stock), and the Company shall promptly notify NAB of any other holder of Shares unless it is similarly waived for the Holderssuch release. A Holdback Agreement shall not apply to (i) the exercise of any warrants or stock options to purchase securities stock of the Company (provided that such restrictions shall apply with respect to the securities issuable upon such exercise), (ii) transfers to Affiliates where the transferee agrees in writing with the Company to be bound by the terms hereof, or (iii) any securities Registrable Common Stock included in the underwritten offering giving rise to the application of this Section 5 6. A Holdback Agreement shall prohibit NAB and its controlled Affiliates from entering into any hedging or (iii) any Permitted Transfersimilar arrangement in respect of the Registrable Common Stock.

Holdback Agreements. (i) The restrictions in this Section 5 Company shall apply not and shall use its reasonable best efforts to a Holder for as long as such Holder is the beneficial owner of cause its officers and directors not to effect any Registrable Securities, as determined pursuant to Rule 13d-3 and Rule 13d-5 public sale or distribution of the Exchange Act. If equity securities of the Company proposes to sell Shares Company, or other any securities convertible into or exchangeable or exercisable for such securities (other than any public sale or otherwise representing a right to acquire) Shares in a primary underwritten offering distribution pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act), during the 90-day period beginning on the effective date of any registration statement under in connection with a Demand Registration (other than a Shelf Registration), a Piggyback Registration or any registered underwritten public offering of the Securities Act, or if any other Person proposes to sell equity securities in a secondary underwritten offering, in each case of the Company in which the Holders have been provided piggyback rights in accordance with Section 3 hereofparticipate, and except pursuant to registrations on Form S-4, Form N-14 or Form S-8 or any successor form or unless the underwriters managing any such public offering otherwise agree; provided, however, that if (1) during the managing underwriters for last 17 days of any such offering advise 90-day period, the Company (in which case releases earnings results or material news or a material event relating to the Company promptly occurs or (2) prior to the expiration of any such 10 day or 90-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 10 day or 90-day period, then, in each case, such 10 day or 90-day period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the underwriters managing any such public offering waives, in writing, such extension. (ii) If any Holder of Registrable Securities notifies the Company in writing that it intends to effect an underwritten sale of Registrable Securities registered pursuant to a Shelf Registration pursuant to Article 2 and specifies the date of the intended sale (the “Sale Date”) the Company shall notify the Holders) that a not and shall use its reasonable best efforts to cause its officers and directors not to effect any public sale or distribution of the equity securities outside such offering would materially adversely affect such offering, then, if requested by of the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable foror exercisable for its equity securities, or otherwise represent a right to acquire, any Registrable Securities) for a during the 90-day period (each such period, a “Holdback Period”) beginning on the tenth Sale Date unless the underwriters managing any such public offering otherwise agree; provided, however, that if (1) during the last 17 days of any such 90-day before period, the pricing date for the underwritten offering and extending through the earlier of (i) the ninetieth day after such pricing date (subject to customary automatic extension in the event of the release of Company releases earnings results of or material news or a material event relating to the Company) and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holders, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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.occurs or

Holdback Agreements. (i) The restrictions in this Section 5 Company shall apply not and shall use its reasonable best efforts to cause its officers and directors not to effect any public sale or distribution of the equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities (other than any public sale or distribution pursuant to a Holder plan that complies with Rule 10b5-1 under the Exchange Act), during the ten days prior to and during the 90-day period beginning on the effective date of any registration statement in connection with a Demand Registration (other than a Shelf Registration), a Piggyback Registration or any registered underwritten public offering of the equity securities of the Company in which the Holders participate, except pursuant to registrations on Form S-4 or Form S-8 or any successor form or unless the underwriters managing any such public offering on Form S-4 or Form S-8 otherwise agree; provided, however, that if (1) during the last 17 days of any such 90-day period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of any such ten day or 90-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such ten day or 90-day period, then, in each case, such ten day or 90-day period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the underwriters managing any such public offering waives, in writing, such extension. (ii) If any Holders of Registrable Securities notify the Company in writing that they intend to effect an underwritten sale of Registrable Securities registered pursuant to a Shelf Registration pursuant to Article 2 hereof, the Company shall not and shall use its reasonable best efforts to cause its officers and directors not to effect any public sale or distribution of the equity securities of the Company, or any securities convertible into or exchangeable or exercisable for its equity securities, during the ten days prior to and during the 90-day period beginning on the date such notice is received, except pursuant to registrations on Form S-4 or Form S-8 or any successor form or unless the underwriters managing any such public offering otherwise agree; provided, however, that if (1) during the last 17 days of any such 90-day period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of any such 90-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, then, in each case, such 90-day period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the underwriters managing any such public offering waives, in writing, such extension. (iii) For so long as RTEA, KMS or any of their Affiliates holds, in the aggregate, more than twenty-percent of the outstanding Equity Interests, each Holder agrees, in the event of an underwritten offering by the Company (whether for the account of the Company or otherwise) in which such Holder is the beneficial owner has a right to participate, not to offer, sell, contract to sell or otherwise dispose 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 any securities convertible into or exchangeable or exercisable for such securities, including any sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten offering), during the ten days prior to, and during the 90-day period (or otherwise representing a right to acquiresuch lesser period as the lead or managing underwriters may require) Shares beginning on, the effective date of the registration statement for such underwritten offering (or, in a primary underwritten the case of an offering pursuant to any an effective shelf registration statement under the Securities Actpursuant to Rule 415, or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such period, a “Holdback Period”) beginning on the tenth day before the pricing date for such underwritten offering); provided, however, that if (1) during the underwritten offering and extending through last 17 days of any 90-day period, the earlier of (i) the ninetieth day after such pricing date (subject to customary automatic extension in the event of the release of Company releases earnings results of or material news or a material event relating to the CompanyCompany occurs or (2) and (ii) prior to the expiration of any 90-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such earlier 90-day (if any) as may period, then in each case such 90-day period will be designated for this purpose by extended until the managing underwriters for such offering (each such agreement expiration of the Holders18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoingas applicable, (i) the Holders shall not be obligated to enter a Holdback Agreement unless the Company and each selling shareholder underwriters managing any such public offering waives, in writing, such offering, if any, also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Transferextension.

Holdback Agreements. The restrictions in this Section 5 shall apply to a Holder for as long as such any Holder is the beneficial owner of any Registrable Securities, as determined pursuant Shares. Each Holder who elects 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 participate in a primary underwritten an offering pursuant to any registration statement under the Securities Act, an Underwritten Shelf Takedown or if any other Person proposes to sell securities in a secondary underwritten offering, in each case in which the Holders have been provided piggyback rights in accordance with Section 3 hereof, and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Holders) that a public sale or distribution of securities outside such offering would materially adversely affect such offering, then, if requested by the Company, each Holder Piggyback Underwritten Offering shall agree, severally and not jointly, as contemplated in this Section 5, not to (and to cause its controlled Affiliates controlled by such Holder or under common control with such Holder, not to) 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 Securities Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable SecuritiesShares) for a period (each such period, a “Holdback Period”) beginning on the tenth 10th day before the pricing date for the underwritten offering and extending through the earlier of (i) the 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 that any similar holdback agreement applicable to the Company) Company or, if shorter, any other seller in such offering expires and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Holdersa Holder, a “Holdback Agreement”); provided, however, that the Holder may transfer Registrable Shares to a Permitted Transferee during the Holdback Period if (a) such transfer shall not involve a disposition for value and (b) the Permitted Transferee agrees in writing to be bound by the Holdback Agreement. Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, (i) the Holders no Holder shall not be obligated to enter into a Holdback Agreement unless the Company and each selling shareholder in such offering, if any, offering also execute agreements substantially similar to such Holdback Agreement, (ii) the Holdback 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 Shares included in the underwritten offering giving rise to the application of this Section 5 or (iii) any Permitted Transfer5.