Common use of Holdback Agreements Clause in Contracts

Holdback Agreements. Each Shareholder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, during the 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration or to the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution of such securities, during such period.

Holdback Agreements. Each Shareholder Holder agrees, unless otherwise agreed to by the managing underwriter underwriter(s) for any underwritten Public Underwritten Offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, during (i) in the 10 case of the initial Underwritten Offering of the Company, if such offering occurs prior to the registration of the Common Stock under the Exchange Act and the listing of the Common Stock on the Designated Exchange, for a period (a) beginning upon the earlier of (x) the commencement of the roadshow in respect of such initial Underwritten Offering or (y) seven days prior to the date on which an underwritten pricing of such initial Underwritten Offering and (b) ending 180 days after the pricing of such initial Underwritten Offering, and (ii) in the case of any Marketed Underwritten Offering occurring after (a) the initial Underwritten Offering or (b) the registration of Registrable the Common Stock pursuant under the Exchange Act and the listing of the Common Stock on the Designated Exchange, solely with respect to Section 2.1 Holders who are participating in such offering or 2.2 hereof has become effective who beneficially own at least 5% of the outstanding Common Stock at the time of such determination, for a period (a) commencing upon the earlier of (x) the commencement of the roadshow in respect of such offering or (y) seven days prior to the pricing of such offering and until (b) ending 90 days after the effective date pricing of such underwritten registrationoffering, except except, in each case, as part of such underwritten registration Underwritten Offering or to the extent that as may be agreed between such Shareholder is prohibited Holder and the managing underwriter(s) for such offering. If requested by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are managing underwriter(s), each Holder subject to the Employee Retirement Income Security Act restrictions of 1974, as amended, the Investment first sentence of Section 2.7(c) agrees to enter into a lock-up agreement with the underwriter(s) of such Underwritten Offering on similar terms to this Section 2.7(c) in customary form provided that the Company Act and all directors and executive officers of 1940, as amended, the Company at the time of such Underwritten Offering have entered into such lock-up agreements with the underwriter(s). Each Holder subject to the restrictions of the first sentence of Section 2.7(c) shall receive the benefit of any shorter “lockup” period or permitted exceptions agreed to by the Investment Advisers Act managing underwriter(s) for any Underwritten Offering pursuant to this Agreement irrespective of 1940, as amended, or if whether such securities are held Holder participated in a separate account under applicable insurance law or regulationthe Underwritten Offering and the terms of such lock-up agreements shall govern such Holders in lieu of the first sentence of Section 2.7(c). The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during (i) in the 10 case of the initial Underwritten Offering of the Company, if such offering occurs prior to the registration of the Common Stock under the Exchange Act and the listing of the Common Stock on the Designated Exchanges, for a period (a) beginning upon the earlier of (x) the commencement of the roadshow in respect of such initial Underwritten Offering or (y) seven days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof pricing of such initial Underwritten Offering and (other than Section 2.1(g)b) has become effective and until 90 ending 180 days after the effective date pricing of such underwritten registration, except as part of such underwritten registrationinitial Underwritten Offering, and (ii) to cause each holder in the case of any equity securitiesMarketed Underwritten Offering occurring after (a) the initial Underwritten Offering or (b) the registration of the Common Stock under the Exchange Act and the listing of the Common Stock on the Designated Exchange, for a period (a) commencing upon the earlier of (x) the commencement of the roadshow in respect of such offering or securities convertible into or exchangeable or exercisable for equity securities(y) seven days prior to the pricing of such offering and (b) ending 90 days after the pricing of such offering, except, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution as part of such securities, during such periodUnderwritten Offering.

Holdback Agreements. Each Shareholder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering pursuant to this Agreement, 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 sale or distribution of any equity securities Securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of held by such Security Holder (other than those included in the Company, including any sale under Rule 144 under the Securities Act, applicable registration) during the 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after 180 day period following the effective date of such underwritten registrationa Qualified IPO, except as part of such underwritten registration or to the extent provided that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope all officers and directors of the term “fiduciary,” Company and all holders of at least 1% of the Company’s outstanding Securities are bound by and have entered into similar agreements. The obligations described in this Section 5.3 will not apply to a holder shall registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be deemed promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be acting as a fiduciary 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 investment adviser if its actions or the securities proposed to be sold are appropriate legend subject to the Employee Retirement Income foregoing restriction until the end of such 180 day period. Each Security Act of 1974, as amendedHolder agrees that the 180 day period referenced above (or such shorter period to which the Company and the Approved Underwriter may agree, the Investment “IPO Lockup Period”) may be extended by the Company Act of 1940, as amended, or the Investment Advisers Act managing Approved Underwriter for a period not to exceed 18 days from the issuance of 1940, as amended, an earnings release or the occurrence of material news or a material event if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees either (i) not during the last 17 days of the IPO Lockup Period, the Company issues an earnings release or material news or a material event occurs relating to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into (ii) prior to the expiration of the IPO Lockup Period, the Company announces it will release earnings results or exchangeable becomes aware that material news or exercisable for equity securities a material event will occur within the 16 day period beginning on the last day of the IPO Lockup Period. Each Security Holder agrees to execute a market standoff agreement with the Qualified IPO underwriters in customary form consistent with the provisions of this Section 5.3 and the restrictions contained in 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 directors of the Company and all holders of at least 1% of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective ’s outstanding Securities are bound by and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible have entered into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution of such securities, during such periodsimilar agreements.

Holdback Agreements. Each Shareholder agreesIf any registration of Registrable Securities shall be in connection with an underwritten public offering, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering pursuant to this Agreement, each holder of Registrable Securities agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, and not to effect any such public sale or distribution of any other equity securities security of the Company or securities of any security convertible into or exchangeable or exercisable for any equity securities security of the CompanyCompany (in each case, including any sale under Rule 144 under other than as part of such underwritten public offering) for such customary period of time (not exceeding 120 days) as may be reasonably requested by the Securities Act, during the 10 days prior to the date underwriter of such offering beginning on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of such underwritten registration, registration statement (except as part of such underwritten registration) provided that each holder of Registrable Securities has received written notice of such registration or at least 15 days prior to the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment advisereffective date. Without limiting the scope If any registration of the term “fiduciary,” a holder Registrable Securities shall be deemed to be acting as a fiduciary or in connection with an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amendedunderwritten public offering, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering public sale or distribution of any of its equity securities or of the Company, or securities any security convertible into or exchangeable or exercisable for any equity securities security of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof Company (other than Section 2.1(g)any such sale or distribution of such securities in connection with any merger or consolidation by the Company or any subsidiary of the Company of the capital stock or substantially all the assets of any other person or in connection with an employee stock option or other benefit plan) has become effective during the 15 days prior to, and until 90 days after during the 90-day period beginning on, the effective date of such underwritten registration, registration statement (except as part of such underwritten registration, ) and (ii) to cause each holder of that any equity securities, or securities convertible agreement entered into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in pursuant to which the Company issues or agrees to issue any privately placed equity securities shall contain a Public Offering), to provision under which holders of such securities agree not to effect any Public Offering public sale or distribution of any such securitiessecurities during the period referred to in the foregoing clause (i), during including any sale pursuant to Rule 144 under the Securities Act (except as part of such periodregistration, if permitted).

Holdback Agreements. Each Shareholder Holder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, during the 10 ten (10) days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 2(a), 3 or 2.2 4 hereof has become effective and until 90 the earlier of (a) the date on which all Registrable Common Stock to be sold pursuant to such underwritten registration has been sold by the underwriters and (b) ninety (90) days after the effective date of such underwritten registrationregistration or such shorter period of time acceptable to the managing underwriter of such underwritten offering, if any, except as part of such underwritten registration or to the extent that such Shareholder Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder Holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering sale or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the CompanyCompany (except pursuant to registrations on Form S-4 or Form S-8 or any successor thereto), during the 10 ten (10) days prior to the date on which any an underwritten registration of Registrable Common Stock pursuant to Section 2.1 2(a), 3 or 2.2 4 hereof (other than Section 2.1(g)) has become effective and until 90 the earlier of (a) the date on which all Registrable Common Stock to be sold pursuant to such underwritten registration has been sold by the underwriters and (b) ninety (90) days after the effective date of such underwritten registrationregistration or such shorter period of time approved in writing by the managing underwriter of such underwritten offering, if any, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public OfferingOffering or sale under Rule 144 promulgated under the Securities Act), who is a director or employee of or a consultant to the Company or who has received registration rights from the Company, to agree not to effect any Public Offering sale or distribution of such securitiessecurities during the applicable period (or such shorter period of time approved in writing by the managing underwriter of such underwritten offering, during such periodif any).

Holdback Agreements. Each Shareholder Holder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, during the 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 2 or 2.2 3 hereof has become effective and until the earlier of (a) the date on which all Registrable Common Stock to be sold pursuant to such underwritten registration has been sold by the underwriters and (b) 90 days after the effective date of such underwritten registrationregistration or such shorter period of time acceptable to the managing underwriter of such underwritten offering, if any, except as part of such underwritten registration or to the extent that such Shareholder Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder Holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering sale or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the CompanyCompany (except pursuant to registrations on Form S-4 or Form S-8 or any successor thereto), during the 10 days prior to the date on which any an underwritten registration of Registrable Common Stock pursuant to Section 2.1 2 or 2.2 3 hereof (other than Section 2.1(g)) has become effective and until the earlier of (a) the date on which all Registrable Common Stock to be sold pursuant to such underwritten registration has been sold by the underwriters and (b) 90 days after the effective date of such underwritten registrationregistration or such shorter period of time approved in writing by the managing underwriter of such underwritten offering, if any, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public OfferingOffering or sale under Rule 144 promulgated under the Securities Act), who is a director or employee of or a consultant to the Company or who has received registration rights from the Company, to agree not to effect any Public Offering sale or distribution of such securitiessecurities during the applicable period (or such shorter period of time approved in writing by the managing underwriter of such underwritten offering, during such periodif any).

Holdback Agreements. Each Shareholder Holder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, (i) during the 10 ten (10) days prior to the initial Public Offering and for one hundred eighty (180) days after the initial Public Offering or such shorter period of time acceptable to the managing underwriter of the initial Public Offering, if any, except as part of the initial Public Offering or to the extent that such Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment advisor or (ii) following the initial Public Offering, during the ten (10) days prior to the date on which an underwritten registration of Registrable Common Stock Stocks pursuant to Section 2.1 2(a), 3 or 2.2 4 hereof has become effective and until 90 the earlier of (a) the date on which all shares of Registrable Common Stock to be sold pursuant to such underwritten registration has been sold by the underwriters and (b) ninety (90) days after the effective date of such underwritten registrationregistration or such shorter period of time acceptable to the managing underwriter of such underwritten offering, if any, except as part of such underwritten registration or to the extent that such Shareholder Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder Holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering sale or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the CompanyCompany (except pursuant to registrations on Form S-4 or Form S-8 or any successor thereto), (a) during the ten (10) days prior to the initial Public Offering and for one hundred eighty (180) days after the initial Public Offering or such shorter period of time acceptable to the managing underwriter of the initial Public Offering, if any, except as part of the initial Public Offering or (b) following the initial Public Offering, during the 10 ten (10) days prior to the date on which any an underwritten registration of Registrable Common Stock pursuant to Section 2.1 2(a), 3 or 2.2 4 hereof (other than Section 2.1(g)) has become effective and until 90 the earlier of (1) the date on which all shares of Registrable Common Stock to be sold pursuant to such underwritten registration has been sold by the underwriters and (2) ninety (90) days after the effective date of such underwritten registrationregistration or such shorter period of time approved in writing by the managing underwriter of such underwritten offering, if any, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public OfferingOffering or sale under Rule 144 promulgated under the Securities Act), to agree not to effect any Public Offering sale or distribution of such securitiessecurities during the applicable period (or such shorter period of time approved in writing by the managing underwriter of such underwritten offering, during such periodif any).

Holdback Agreements. (a) Each Shareholder agreesholder of Registrable Securities agrees that in connection with the Corporation’s initial public offering and any Demand Registration or Piggyback Registration that is an underwritten public offering of the Corporation’s equity securities, unless he, she or it shall not (i) offer, sell, contract to sell, pledge or otherwise agreed to by the managing underwriter for any underwritten Public Offering dispose of (including sales pursuant to this AgreementRule 144), not to effect any sale directly or distribution of indirectly, any equity securities of the Company Corporation (including, without limitation, equity securities of the Corporation which may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, the “Holdback Securities”), or securities any securities, options, or rights convertible into or exchangeable or exercisable for equity securities Holdback Securities (the “Other Holdback Securities”), (ii) enter into a transaction which would have the same effect as described in clause (i) of this section, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the Companyeconomic consequences or ownership of any Holdback Securities or Other Holdback Securities, including whether such transaction is to be settled by delivery of such Holdback Securities, Other Holdback Securities, in cash or otherwise, or (iv) publicly disclose the intention to enter into any sale under Rule 144 under the Securities Acttransaction described in (i), during the 10 days prior to (ii) or (iii) above, from the date on which an underwritten registration the Corporation gives notice to the holders of Registrable Common Stock pursuant Securities that a preliminary prospectus has been circulated for such underwritten public offering to Section 2.1 the date that is 180-days following the date of final prospectus for such underwritten public offering (or 2.2 hereof has become effective such shorter period as agreed to by the underwriters designated as “book-runners” managing such registered public offering) (such period referred to herein as the the “Holdback Period”), unless such book-runners otherwise agree in writing. If (x) the Company issues an earnings release or other material news or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then to the extent necessary for the book-runners required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until 90 18 days after the effective date earnings release or the occurrence of the material news or event, as the case may be (such underwritten registration, except period referred to herein as part of such underwritten registration or the “Holdback Extension”). The Company may impose stop-transfer instructions with respect to the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope shares of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary Corporation’s common stock (or an investment adviser if its actions or the securities proposed to be sold are other securities) subject to the Employee Retirement Income Security Act of 1974, as amended, foregoing restriction until the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date end of such underwritten registrationperiod, except as part including any period of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution of such securities, during such periodHoldback Extension.

Holdback Agreements. Each Shareholder Holder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, (i) during the 10 ten (10) days prior to the initial Public Offering and for one hundred eighty (180) days after the initial Public Offering or such shorter period of time acceptable to the managing underwriter of the initial Public Offering, if any, except as part of the initial Public Offering or to the extent that such Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment advisor or (ii) following the initial Public Offering, during the ten (10) days prior to the date on which an underwritten registration of Registrable Common Stock Stocks pursuant to Section 2.1 2(a), 3 or 2.2 4 hereof has become effective and until 90 for ninety (90) days after the effective date of such underwritten registrationregistration or such shorter period of time acceptable to the managing underwriter of such underwritten offering, if any, except as part of such underwritten registration or to the extent that such Shareholder Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” ”, a holder Holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) agrees, unless otherwise agreed to by the managing underwriter for any underwritten offering pursuant to this Agreement, not to effect any Public Offering sale or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the CompanyCompany (except pursuant to registrations on Form S-4 or Form S-8 or any successor thereto), (i) during the ten (10) days prior to the initial Public Offering and for one hundred eighty (180) days after the initial Public Offering or such shorter period of time acceptable to the managing underwriter of the initial Public Offering, if any, except as part of the initial Public Offering or (ii) following the initial Public Offering, during the 10 ten (10) days prior to the date on which any an underwritten registration of Registrable Common Stock pursuant to Section 2.1 2(a), 3 or 2.2 4 hereof (other than Section 2.1(g)) has become effective and until 90 for ninety (90) days after the effective date of such underwritten registrationregistration or such shorter period of time approved in writing by the managing underwriter of such underwritten offering, if any, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution of such securities, during such period.

Holdback Agreements. Each Shareholder agreesholder of Registrable Securities agrees by acquisition of such Registrable Securities, unless otherwise agreed to if so required by the managing underwriter for any underwritten Public Offering pursuant to this Agreementunderwriter, not to effect any public sale or distribution of any equity such securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, during the 10 seven days prior to and the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date closing of such underwritten registration, except as part of such underwritten registration or to the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 paragraph 2 or 2.2 hereof (other than Section 2.1(g)) any underwritten registration pursuant to paragraph 2 has become effective and until effective, or, if the managing underwriter advises the Company in writing that, in its opinion, no such public sale or distribution should be effected for a specified period longer than 90 days after such underwritten registration in order to complete the effective date sale and distribution of securities included in such registration and the Company gives notice to such holder of Registrable Securities of such advice, during a reasonable longer period after such underwritten registration, except as part of such underwritten registration, and (ii) whether or not such holder participates in such registration. The Company agrees not to cause each holder effect any public sale or distribution of any its equity securities, securities or securities convertible into or exchangeable or exercisable for equity securitiesany of such securities during the seven days prior to and the 90 days after the closing of any underwritten registration pursuant to paragraph 2 or any underwritten registration pursuant to paragraph 2 has become effective, in each caseexcept as part of such underwritten registration and except pursuant to registrations on Form S-4 or Form S-8 or any successor or similar forms thereto, acquired from or if the managing underwriter advises the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering writing that in its opinion no such public sale or distribution should be effected for a specified period longer than 90 days after such underwritten registration in order to complete the sale and distribution of securities included in such registration, during a reasonable longer period after such underwritten registration, except as part of such securities, during such periodunderwritten registration.

Holdback Agreements. Each Shareholder agrees(a) During the period commencing on the Effective Date and continuing until the calendar date that is six months following the Effective Date, unless no Holder shall offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute (“Transfer”) any shares of Common Stock or any securities convertible into, exercisable for, exchangeable for Common Stock, whether now owned or hereinafter acquired but excluding in all cases any PIPE Financing Shares, owned directly by the Holder (including securities held as a custodian) or with respect to which the Holder has beneficial ownership within the rules and regulations of the Commission (collectively, the “Restricted Shares”), except in the event the underwriters managing any Shelf Takedown or other underwritten public equity offering by the Company otherwise agree by written consent or pursuant to a Transfer permitted by Section 7(c). For the avoidance of doubt, the foregoing restriction does not apply to shares of Common Stock purchased by the Holder for cash. The foregoing restriction is expressly agreed to by the managing underwriter for preclude each Holder from engaging in any underwritten Public Offering pursuant hedging or other transaction which is designed to this Agreement, not or which reasonably could be expected to effect any lead to or result in a sale or distribution disposition of the Restricted Shares even if such Restricted Shares would be disposed of by someone other than such Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any equity securities right (including any put or call option) with respect to any of the Company or securities convertible into or exchangeable or exercisable for equity securities Restricted Shares of the Companyapplicable Holder or with respect to any security that includes, including relates to, or derives any sale under Rule 144 under the Securities Act, during the 10 days prior significant part of its value from such Restricted Shares. Notwithstanding any other provision to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration or to the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amendedcontrary, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held restrictions set forth in a separate account under applicable insurance law or regulation. The Company agrees this Section 7(a) shall not apply to (i) not an aggregate of 3,016,071 shares of Common Stock held by the QPAC Holders and the QPAC Founders, as designated by the QPAC Holders pursuant to effect any Public Offering the Forfeiture Agreement, which may be offered, sold, pledged or distribution otherwise disposed of any equity securities as of the CompanyEffective Date (the “Founder Shares”), or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) any person who ceases to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or be employed by Novitex after the date of this the Business Combination Agreement or (other than iii) any person who was a director of Novitex prior to the Closing (as defined in the Business Combination Agreement) and is or was not a Public Offering), director of the Company immediately subsequent to agree not to effect any Public Offering or distribution of such securities, during such periodthe Closing.

Holdback Agreements. Each In connection with any Underwritten Offering, each Demand Shareholder agrees, unless otherwise agreed agrees to enter into customary agreements 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 underwriter(s) with respect to an applicable Underwritten Offering during the period commencing on the date of the request (which shall be no earlier than fourteen (14) days prior to the expected “pricing” of such Underwritten Offering) and continuing for any underwritten Public not more than 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 applicable lead managing underwriter(s) shall apply to each holder of Registrable Securities on a pro rata basis. Notwithstanding the foregoing, the obligations set forth in this Agreementprovision shall only apply to a Demand Shareholder with respect to one Underwritten Offering in any period of twelve (12) consecutive months excluding any Underwritten Offering in which such Demand Shareholder is a party to the underwriting agreement related to such Underwritten Offering. If any Demand Registration or Shelf Offering involves an Underwritten Offering, the Company will not to effect any public sale or distribution of any common equity securities of the Company (or securities convertible into or exchangeable or exercisable for equity securities of the Companycommon equity) (other than a registration statement on Form X-0, including Xxxx X-0 or any sale under Rule 144 under the Securities Actsuccessor forms thereto) for its own account, during the 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days within sixty (60) days, after the effective date of such underwritten registration, registration except as part may otherwise be agreed between the Company and the lead managing underwriter(s) of such underwritten registration or to the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Underwritten Offering), to agree not to effect any Public Offering or distribution of such securities, during such period.

Holdback Agreements. Each Shareholder agrees(a) Notwithstanding anything else in this Agreement to the contrary (but subject to the proviso in the last sentence of this paragraph 3(a)), unless otherwise agreed to by the managing underwriter for any underwritten Public Offering pursuant to this Agreementextent not inconsistent with applicable law, each holder of Registrable Securities agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of any equity securities of the Company Company, or securities any securities, options or rights convertible into or exchangeable or exercisable for equity such securities of during the period (the "LockUp Period") that ------------- is agreed to with respect to such holder by the underwriter managing the registered public offering and the Company, including any sale under Rule 144 under with the consent of the holders of a majority of the Xxxx Registrable Securities Act, during (in the 10 days prior to case of a Piggyback Registration) or the date on which an underwritten underwriter managing the registered public offering and the holders of a majority of the Xxxx Registrable Securities included in such registration (in the case of a Demand Registration); provided that the LockUp Period shall not be more restrictive upon the holders of Intel Registrable Common Stock pursuant to Section 2.1 Securities or 2.2 hereof has become effective Bear Xxxxxxx Registrable Securities than upon the holders of Xxxx Registrable Securities. The LockUp Period may include a period before and until 90 days a period after the effective date of any (i) underwritten Demand Registration (except as part of such underwritten registration), or (ii) underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations of Form S-4 or Form S-8 or any successor form); provided that the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope portion of the term “fiduciary,” LockUp Period following the effective date of any registration shall in no event exceed the 180-day period following such effective date; and further provided that with respect to any holders of Intel Registrable Securities or Bear Xxxxxxx Registrable Securities, after a holder Qualified Initial Public Offering has taken place, the holders of Intel Registrable Securities and Bear Xxxxxxx Registrable Securities shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to a LockUp Period with respect to such Intel Registrable Securities and Bear Xxxxxxx Registrable Securities only if: (x) such holders offer securities in the Employee Retirement Income Security Act registration that is the subject of 1974such LockUp Period, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (iy) not to effect any Public Offering or distribution of any equity securities officers and directors of the CompanyCompany enter into holdback agreements providing for restrictions during the LockUp Period that are no less restrictive than those that are applicable to such holders, or securities convertible into or exchangeable or exercisable for equity securities and (z) the portion of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after LockUp Period following the effective date of such underwritten registration, except as part of registration does not exceed the 90-day period following such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution of such securities, during such periodeffective date."

Holdback Agreements. Each Shareholder agreesTo the extent not inconsistent with applicable law, unless otherwise agreed to by in connection with a public offering of securities of the managing underwriter for any underwritten Public Offering pursuant to this AgreementCompany, not to effect any sale or distribution of any equity securities 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 who beneficially owns (as defined in Rule 13d-3 adopted by the SEC under the Exchange Act) at least 5% of the outstanding capital stock of the Company will not effect any public sale or distribution (other than those included in the registration statement being filed with respect to such public offering) of any securities of the Company, or any securities, options or rights convertible into or exchangeable or exercisable for equity such securities during the 14 days prior to and the 180-day period beginning on such effective date, unless (in the case of an underwritten public offering) the managing underwriters otherwise agree to a shorter period of time. Notwithstanding the foregoing, no Designated Holder shall be required to enter into any such "lock-up" agreement unless and until all of the Company, including any sale under Rule 144 under ’s executive officers and directors execute substantially similar "lock-up" agreements and the Securities Act, during the 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration or to the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) uses commercially reasonable efforts to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from 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 on time, to suspend the filing of a Registration Statement under Section 2.3 or after require that the date 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) to avoid premature public disclosure of a pending corporate transaction, including pending acquisitions or divestitures of assets, mergers and combinations and similar events; and (ii) upon the occurrence of any of the events specified in Sections 2.6(e) or 2.6(i). If the Company violates the provisions of this Agreement (other than in a Public OfferingSection 2.5(b), it shall pay each Purchaser a penalty equal to agree not equal to effect any Public 1% of the aggregate purchase price paid by such Purchaser in the Offering or distribution of until such securities, during such periodtime as the applicable suspension has been lifted by the Company.

Holdback Agreements. Each Shareholder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, during the 10 ten days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration or to the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 ten days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution of such securities, during such period.

Holdback Agreements. Each Shareholder (i) So long as a holder of Registrable Securities and its Affiliates own Common Stock and/or Preferred Stock convertible into Common Stock exceeding 5 % of the Common Stock of the Company outstanding (including Common Stock issuable upon conversion of the Preferred Stock) or such holder has designated a member of the board of directors of the Company pursuant to paragraph 6(ii) of the Certificate of Designation which director continues to serve on such board, such holder of Registrable Securities agrees, unless otherwise agreed to by acquisition of such Registrable Securities, (x) if so required by the managing underwriter for any underwritten Public Offering pursuant to this Agreementunderwriter, not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of any equity securities of the Company Common Stock or securities convertible into Registrable Securities not to be sold in an underwritten offering pursuant to section 2.1 or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act2.2, during the 10 30 days prior to the date on which an anticipated consummation of such underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective offering and until 90 days after the effective date of such applicable underwritten registrationregistration pursuant to section 2.1 or 2.2 has become effective, except as part of such underwritten registration and (y) in connection with any acquisition by or to merger with the extent that such Shareholder Company which is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity accounted for under generally accepted accounting principles as a fiduciary or an investment adviser. Without limiting pooling of interest, upon the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities request of the Company, not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or securities convertible into distribution of or exchangeable otherwise dispose of any Common Stock or exercisable Registrable Securities, for equity securities of the Company, during the 10 period commencing 30 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after before the effective date of such underwritten registrationacquisition or merger until the publication of the Company's financial results covering a period of at least 30 days following such acquisition or merger which is sufficient in accordance with Accounting Series Release No. 135, except as part or such shorter period if consistent with the requirements for pooling of such underwritten registrationinterests accounting treatment. Notwithstanding clause (x) of the foregoing sentence and subject to clause (y), and (ii) to cause during any period described above, each holder of any equity securities, or Registrable Securities subject to the foregoing sentence shall be entitled to sell securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution private sale so long as the purchaser of such securities, during such securities agrees to be bound by the restrictions set forth above to the same extent as the seller for the remainder of the applicable period.

Holdback Agreements. Each Shareholder agrees, unless otherwise agreed In the event and to the extent requested by the managing underwriter for of an Underwritten Offering (whether on behalf of the Buyer Parties or any underwritten Public Offering other Person), each Buyer Party agrees that it will enter into a customary “lock-up agreement” with such managing underwriter pursuant to this Agreement, which it will agree not to effect sell, make any short sale or distribution of of, grant any equity securities of option for the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, during the 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration or to the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amendedpurchase of, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution otherwise dispose of any equity securities of the Company, or securities convertible into or exchangeable or exercisable other than those Registrable Securities included in such Registration pursuant to the terms hereof for equity securities of the Company, during the 10 14 days prior to (x) the date on which any underwritten effectiveness of a registration pursuant to Section 2.1 or 2.2 hereof statement (other than Section 2.1(g)a Shelf Registration Statement) has become effective pursuant to which such Public Offering shall be made, or (y) the pricing of an Underwritten Offering and until ending on the date that is 90 days after the effective date pricing of such underwritten registrationUnderwritten Offering (or such shorter period of time as is sufficient and appropriate, except as part in the opinion of the managing underwriter, to complete the sale and distribution of the securities included in such underwritten registration, and Underwritten Offering) (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securitiessubject, in each case, acquired from to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Underwritten Offering Lock-Up Period”); provided, further, that if any other holder of securities of the Company at is or becomes subject to a shorter Underwritten Offering Lock-Up Period or receives more advantageous terms relating to the Underwritten Offering Lock-Up Period under any time on lock-up agreement (including but not limited to as a result of any discretionary waiver or after termination of the date restrictions of this Agreement (other than in a Public Offeringany or all of such agreements by the Company or the underwriters), to agree not to effect any Public then the Underwritten Offering or distribution of Lock-Up Period shall be such securities, during shorter period and also on such periodmore advantageous terms.

Holdback Agreements. Each Shareholder Holder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, during the 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 2, 3 or 2.2 4 hereof has become effective and until 90 180 days after the effective date of such underwritten registration, except as part of such underwritten registration or to the extent that such Shareholder Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 2, 3(a), 3(b) or 2.2 4 hereof (other than Section 2.1(g)) has become effective and until 90 180 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution of such securities, during such period.

Holdback Agreements. Each Shareholder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering pursuant to this Agreement, The Company agrees (a) not to effect any public sale or public distribution of its equity securities, or any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Actsuch securities, during the 10 days 20-day period prior to and during the 120-day period beginning on the commmencement date of any Underwritten Offering on which an underwritten registration behalf of Registrable Common Stock the Selling Stockholders (except pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration or to the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) registrations on Form S-8 or any successor form, (ii) registrations on Form S-4 or any successor form, (iii) registrations of securities in connection with a dividend reinvestment plan on forms(s) applicable to such securities) unless the underwriters managing an Underwritten Offering on behalf of the Selling Stockholders otherwise agree, and (b) to use its reasonable best efforts to obtain agreements from its officers and directors to agree not to effect any Public Offering public sale or public distribution of any equity such securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof such period (other than Section 2.1(g)) has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offeringif otherwise permitted), to unless the underwriters managing the Underwritten Offering on behalf of the Selling Stockholders otherwise agree. The Selling Stockholders agree not to effect any Public Offering public sale or public distribution of such securitiesthe Offered Securities, during the 20-day period prior to and during the 120-day period beginning on the effective date of any underwritten offering on behalf of the Company unless the underwriters managing such period.underwritten offering on behalf of the Company otherwise agree; provided, however, that the Company agrees that the Selling Stockholders need not comply with the foregoing restriction unless the Company's directors, officers and their 5% stockholders agree to a similar restriction in connection with such underwritten offering. The Company will pay all costs and expenses of the registration of the Shares (including any costs and expenses incurred, to amend or supplement the prospectus, if required), except that the Selling Stockholders shall pay, and the Company shall not pay, any underwriting or brokerage discounts or commissions, any fees or disbursements of legal counsel for the Selling Stockholders, or any of them, or transfer or other taxes attributable to the registration or sale of the Shares. Each of the Selling Stockholders shall be required to furnish to the Company such information regarding such Selling Stockholder and the distribution proposed by such Selling Stockholder as the Company may request and as shall be required in connection with any registration, qualification or compliance referred to herein. If the foregoing is acceptable to you, please execute this letter and enclosed duplicate in the space provided below and return one executed original to me. Very truly yours, SANTA FE ENERGY RESOURCES, INC. By: /s/ David Z. Hicks Its: Vice President, Law and General Counsel Agrexx xx xxx xxxxpted this the day of March 1995. HC ASSOCIATES By: Its: GKH INVESTMENT, L.P. By: Its: GKH PARTNERS, L.P. By: Its:

Holdback Agreements. Each Shareholder agreesof the Texcan Entities agrees that, unless otherwise agreed in the event that it elects to by the managing underwriter for participate in any underwritten Public Offering registration pursuant to a registration statement filed by Anicom with respect to an underwritten public offering by Anicom that becomes effective on or before the Termination Date (a "Follow-On Offering") and fifty percent (50%) or more of the Registrable Securities that it has requested to be registered in such Follow-On Offering are included in such registration in accordance with the terms of this Agreement, it shall not to effect any public sale or distribution (including sales pursuant to Rule 144) of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Registrable Securities Act, during the 10 seven days prior to and the date ninety day period beginning on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of the Follow-On Offering (other than Registrable Securities which are registered in such underwritten registrationFollow-On Offering), except as part of unless the underwriters managing such underwritten registration or to Follow-On Offering otherwise consent thereto. Furthermore, if the extent that underwriters managing any such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope Follow-On Offering request written confirmation of the term “fiduciary,” foregoing covenant, each of the Texcan Entities shall provide such confirmation upon a holder written request therefor. Each of the Texcan Entities further agrees that in the event that it elects not to participate in any Follow-On Offering, it shall be deemed not unreasonably refuse to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not agree to effect refrain from effecting any Public Offering public sale or distribution (including sales pursuant to Rule 144) of any equity securities Registrable Securities in excess of fifteen percent (15%) of the Company, or securities convertible into or exchangeable or exercisable for equity securities number of Registrable Securities received by the Company, Texcan Entities pursuant to the Asset Purchase Agreement during the 10 five days prior to and the date forty-five day period beginning on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date of the Follow-On Offering (other than Registrable Securities which are registered in such underwritten registrationFollow-On Offering), except as part of unless the underwriters managing such underwritten registration, Follow-On Offering otherwise consent thereto and (ii) to cause each holder of execute written confirmation thereof if the underwriters managing any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public such Follow-On Offering or distribution of request such securities, during such periodwritten confirmation.

Holdback Agreements. Each Shareholder Holder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, (i) during the 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 2(a), 3 or 2.2 4 hereof has become effective and until 90 the earlier of (a) the date on which all Registrable Common Stock to be sold pursuant to such underwritten registration has been sold by the underwriters and (b) 180 days after the effective date of such underwritten registrationregistration or such shorter period of time acceptable to the managing underwriter of such underwritten offering, if any, except as part of such underwritten registration or to the extent that such Shareholder Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviseradviser or (ii) during the 10 days prior to the initial Public Offering and for 180 days after the initial Public Offering or such shorter period of time acceptable to the managing underwriter of the initial Public Offering, if any, except as part of the initial Public Offering or to the extent that such Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment advisor. Without limiting the scope of the term “fiduciary,” a holder Holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the CompanyCompany (except pursuant to registrations on Form S-4 or Form S-8 or any successor thereto), during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 2(a), 3 or 2.2 4 hereof (other than Section 2.1(g)) has become effective and until 90 the earlier of (a) the date on which all Registrable Common Stock to be sold pursuant to such underwritten registration has been sold by the underwriters and (b) 180 days (or such shorter period of time approved in writing by the managing underwriter of such underwritten offering, if any), after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public OfferingOffering or sale under Rule 144 promulgated under the Securities Act), to agree not to effect any Public Offering or distribution of such securities, during such periodperiod (or such shorter period of time approved in writing by the managing underwriter of such underwritten offering, if any).

Holdback Agreements. (a) Restrictions on Public Sale by Designated -------------------------------------------- Holders. Each Shareholder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering pursuant to this Agreement, Designated Holder of Registrable Securities agrees not to effect ------- any public sale or distribution of any equity securities Registrable Securities being registered or of the Company or any securities convertible into or exchangeable or exercisable for equity securities of the Companysuch Registrable Securities, including any a sale under pursuant to Rule 144 under the Securities Act, during the 10 days prior to the date ninety (90) day period beginning on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of such underwritten registration, registration statement (except as part of such registration), if and to the extent requested by the Company in the case of a non-underwritten registration public offering or if and to the extent requested by the Company Underwriter or the Approved Underwriter in the case of an underwritten public offering, except to the extent that such Shareholder Designated Holder is prohibited by applicable law or exercise of fiduciary duties from agreeing to withhold securities Registrable Securities from sale or is acting in its capacity as a fiduciary or an investment adviser. If requested by the Company Underwriter, each Designated Xxxxxx will execute and deliver a lock-up agreement in a form acceptable to such Underwriter and the Company for purposes of its obligations under this Section 5. Without limiting the scope of the term “"fiduciary,” " a holder Designated Holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities Registrable Securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, or the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities Registrable Securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution of such securities, during such period.

Holdback Agreements. Each Shareholder agrees(a) Notwithstanding any provision of this Agreement to the contrary, unless in the event HIE notifies the Majority Shareholders, in writing and no later than ten (10) days prior to the proposed filing date, that HIE intends to file a registration statement in connection with an underwritten offering (the "Offering") by HIE of any of its capital stock, the Majority Shareholders shall refrain from selling or otherwise agreed to distributing any HIE Common Stock within the period requested in writing by the managing underwriter for any underwritten Public Offering pursuant such Offering, which period shall begin no earlier than two days (subject to this Agreement, not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, during the 10 days prior written notice thereof) prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of such underwritten registrationregistration statement and shall end no later than 90 days after such effective date (the "Offering Restricted Period"); provided, except as part of such underwritten registration or however, that the Majority Shareholders shall not be required to the extent that such Shareholder is prohibited by applicable law refrain from agreeing to withhold securities from sale or is acting selling in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees connection with any Offering unless (i) not to effect any Public Offering or distribution of any equity securities HIE and all of the Company, or securities convertible into or exchangeable or exercisable directors and executive officers of HIE are also required to refrain from selling for equity securities of the Company, during the 10 days prior a comparable period with respect to any shares not registered for sale by them in such Offering pursuant to contractual registration rights in effect on the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration, this Agreement; and (ii) each of the Majority Shareholders whose shares of HIE Common Stock are covered by the Registration Statement shall be given the opportunity to cause each holder include such HIE Common Stock in the registration statement filed in connection with such Offering unless the managing underwriter of any equity securities, or the Offering in good faith determines that the size of the Offering should be limited to a number of shares less than that requested to be registered by HIE and the Majority Shareholders and all other persons having contractual rights to include securities convertible into or exchangeable or exercisable for equity securitiesin such registration statement ("Other Holders"), in which case the number of shares to be registered on behalf of the Majority Shareholders shall be reduced on a proportional basis, together with shares requested to be registered by all Other Holders, it being understood that HIE shall have priority as to sales over the Majority Shareholders and each case, acquired from Other Holder. If the Company Registration Statement filed pursuant to Section 3.1 is in effect at any time on or after during the date Offering Restricted Period and the Majority Shareholders are not permitted to include in the registration statement filed for the Offering all shares requested by the Majority Shareholders to be included in the Offering, HIE's obligation under Section 3.4(a) to keep such Registration Statement current and effective shall be extended for a number of this Agreement (other than days equal to the number of days such Registration Statement was in a Public effect during the Offering), to agree not to effect any Public Offering or distribution of such securities, during such period.

Holdback Agreements. Each Shareholder Holder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, during the 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 2(a), 3 or 2.2 4 hereof has become effective and until 90 180 days after the effective date of such underwritten registration, except as part of such underwritten registration or to the extent that such Shareholder Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “"fiduciary,” " a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 2(a), 3 or 2.2 4 hereof (other than Section 2.1(g)) has become effective and until 90 180 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution of such securities, during such period.

Holdback Agreements. Each Shareholder agrees, unless otherwise agreed to (a) Restrictions on Public Sale by Designated Holders. To the ------------------------------------------------- extent (i) requested (A) by the managing underwriter for any Company or the Initiating Holders, as the case may be, in the case of a non-underwritten Public Offering pursuant public offering and (B) by the Approved Underwriter or the Company Underwriter, as the case may be, in the case of an underwritten public offering and (ii) all of the Company's officers, directors and holders in excess of one percent (1%) of its outstanding capital stock execute agreements identical to those referred to in this AgreementSection 5(a), each Designated Holder agrees (x) not to effect any public sale or distribution of any equity securities Registrable Securities or of the Company or any securities convertible into or exchangeable or exercisable for equity securities of the Companysuch Registrable Securities, including any a sale under pursuant to Rule 144 under the Securities Act, or offer to sell, contract to sell (including without limitation any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale any Registrable Securities and (y) not to make any request for a Demand Registration under this Agreement, during the 10 days prior to ninety (90) day period or such shorter period, if any, mutually agreed upon by such Designated Holder and the date requesting party beginning on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of such underwritten registration, the Registration Statement (except as part of such underwritten registration or registration) for such public offering. No Designated Holder of Registrable Securities subject to the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder this Section 5(a) shall be deemed released from any obligation under any agreement, arrangement or understanding entered into pursuant to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are this Section 5(a) unless all other Designated Holders of Registrable Securities subject to the Employee Retirement Income Security Act same obligation are also released. All Designated Holders of 1974Registrable Securities shall be automatically released from any obligations under any agreement, as amended, arrangement or understanding entered into pursuant to this Section 5(a) immediately upon the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities expiration of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution of such securities, during such day period.

Holdback Agreements. (a) Each Shareholder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering pursuant to this Agreement, Holder agrees not to effect any sale offer, sell, contract to sell or distribution otherwise dispose of any equity shares of Common Stock, shares of Convertible Preferred Stock or any securities that represent the right to receive shares of the Company Common Stock or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, Convertible Preferred Stock during the 10 days prior to and the 90 days beginning on the effective date on which an of any underwritten registration primary or secondary offering of equity securities of the Company (including, but not limited to, any underwritten Demand Registration or any underwritten Piggyback Registration whether or not shares of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of such underwritten registration, are included (except as part of such underwritten registration or registration)) unless the underwriters managing the offering otherwise agree, in each case to the extent timely notified of such offering in writing by the Company or by the managing underwriter or underwriters. The Company and the Holders agree that the provisions of this Section 4(a) shall be enforceable by such underwriter(s) against any Holder, it being understood that such Shareholder underwriter(s) are intended third party beneficiaries hereof and, if so requested by such underwriter(s), each Holder agrees to execute and deliver to such underwriter(s) such agreements and instruments, in form and substance reasonably satisfactory to such underwriter(s), further evidencing such Holder's agreement not to sell such securities during such period. The foregoing paragraph shall not apply to (i) any Holder to the extent such Holder is prohibited by applicable law from agreeing to withhold its securities from sale sale, (ii) any transfer by a Holder to an affiliate of such Holder or to any other transferee in a private transaction not requiring registration under the Securities Act provided, that such affiliate or other -------- transferee acknowledges in writing that it is acting in its capacity as a fiduciary bound by the provisions of this Section 4(a) or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed (iii) any Holder, with respect to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974any offering, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the CompanyHolder, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days immediately prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date of such underwritten registrationoffering, except as part beneficially owns together with all of its affiliates less than 3.0% of the amount of Common Stock (including shares of Common Stock issuable upon conversion of the Convertible Preferred Stock) being sold in such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution of such securities, during such periodoffering.

Holdback Agreements. Each Shareholder (i) So long as a holder of Registrable Securities and its Affiliates own Common Stock and/or Preferred Stock convertible into Common Stock exceeding 5% of the Common Stock of the Company outstanding (including Common Stock issuable upon conversion of the Preferred Stock) or such holder has designated a member of the board of directors of the Company pursuant to paragraph 6(ii) of the Certificate of Designation which director continues to serve on such board, such holder of Registrable Securities agrees, unless by acquisition of such Registrable Securities, (x) if so required by the managing underwriter, not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise agreed dispose of any Common Stock or Registrable Securities not to be sold in an underwritten offering pursuant to section 2.1 or 2.2, during the 30 days prior to the anticipated consummation of such underwritten offering and 90 days after the applicable underwritten registration pursuant to section 2.1 or 2.2 has become effective, except as part of such underwritten registration and (y) in connection with any acquisition by or merger with the Company which is accounted for under generally accepted accounting principles as a pooling of interest, upon the request of the Company, not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of any Common Stock or Registrable Securities, for the period commencing 30 days before the effective date of such acquisition or merger until the publication of the Company's financial results covering a period of at least 30 days following such acquisition or merger which is sufficient in accordance with Accounting Series Release No. 135, or such shorter period if consistent with the requirements for pooling of interests accounting treatment. Notwithstanding clause (x) of the foregoing sentence and subject to clause (y), during any period described above, each holder of Registrable Securities subject to the foregoing sentence shall be entitled to sell securities in a private sale so long as the purchaser of such securities agrees to be bound by the restrictions set forth above to the same extent as the seller for the remainder of the applicable period. (ii) The Company agrees if so required by the managing underwriter for any underwritten Public Offering pursuant to this Agreement, (x) not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of any or otherwise dispose of its equity securities of the Company or securities convertible into or exchangeable or exercisable for equity any of such securities of the Company, including any sale under Rule 144 under the Securities Act, during the 10 30 days prior to and the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of such any underwritten registrationregistration pursuant to section 2.1 has become effective, except as part of such underwritten registration and except in connection with (A) a merger or acquisition by the Company in which securities of the Company are issued directly to shareholders of the extent that target entity or sellers of assets in exchange for shares of such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale target entity or is acting in its capacity as such assets or (B) a fiduciary stock option plan, stock purchase plan, managing directors' plan, savings or similar plan, or an investment adviser. Without limiting acquisition of a business, merger or exchange of stock for stock, provided that no such agreement pursuant to this clause (x) shall prevent the scope of the term “fiduciary,” a holder shall be deemed Company from fulfilling its obligations pursuant to be acting as a fiduciary section 2.1 or an investment adviser if its actions or the securities proposed to be sold are 2.2, subject to the Employee Retirement Income Security Act provisions of 1974, as amended, section 2.7 and (y) to use its reasonable best efforts to cause each director and executive officer of the Investment Company Act and any holder (other than the Holders) of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any its equity securities of the Company, or any securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired case purchased from the Company at any time on or after the date of this Agreement (other than in a Public Offering), public offering and other than securities issued to employees who are not directors or executive officers of the Company pursuant to an employee benefit plan or similar arrangement) to agree not to sell, make any short sale of, loan, grant any option for the purchase of, effect any Public Offering public sale or distribution of or otherwise dispose of such securities, securities during such period., it being understood that no action is required by the Company pursuant to this clause (y) until the managing underwriter requests. (d)

Holdback Agreements. (i) Each Shareholder Holder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, (i) during the 10 ten (10) days prior to a Public Offering and for one hundred eighty (180) days after a Public Offering or such shorter period of time acceptable to the managing underwriter of the Public Offering, if any, except as part of the Public Offering or to the extent that such Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment advisor or (ii) following a Public Offering, during the ten (10) days prior to the date on which an underwritten registration of Registrable Common Stock Stocks pursuant to Section 2.1 2(a), 3 or 2.2 4 hereof has become effective and until 90 the earlier of (a) the date on which all shares of Registrable Common Stock to be sold pursuant to such underwritten registration has been sold by the underwriters and (b) ninety (90) days after the effective date of such underwritten registrationregistration or such shorter period of time acceptable to the managing underwriter of such underwritten offering, if any, except as part of such underwritten registration or to the extent that such Shareholder Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Notwithstanding the foregoing, if: (x) during the last 17 days of the foregoing 180-day period or 90-day period, as applicable, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 180-day period or 90-day period, as applicable, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the period, then the restrictions described above shall continue to apply until the expiration of an 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Holder shall enter into customary letter agreements to the foregoing effect if so requested by the Company and any managing underwriter. Without limiting the scope of the term “fiduciary,” a holder Holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public Offering or distribution of such securities, during such period.

Holdback Agreements. Each Shareholder Holder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities ActAct and any other market sale, during the 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 2, 3 or 2.2 4 hereof has become effective and until 90 180 days after the effective date of such underwritten registration, except (i) as part of such underwritten registration registration, (ii) for transfers to Affiliates of such Holders who agree to be bound by this Agreement, (iii) for distributions by limited partnerships or limited liability companies to their limited partners or members who agree to be bound by this Agreement, or (iv) to the extent that such Shareholder Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “"fiduciary,” " a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) unless otherwise agreed to by the managing underwriter for any underwritten offering pursuant to this Agreement, not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 14 days prior to the date on which any underwritten registration pursuant to Section 2.1 2, 3(a), 3(b) or 2.2 4 hereof (other than Section 2.1(g)) has become effective and until 90 180 days after the effective date of such underwritten registration, except as part of such underwritten registrationregistration and except for distributions pursuant to any employment, option or benefit plan or agreement of the Company, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public OfferingOffering or a transaction effected pursuant to Rule 144A under the Securities Act), to agree not to effect any Public Offering or distribution of such securities, during such period.

Holdback Agreements. Each Shareholder Selling Holder agrees, unless otherwise agreed to by the managing underwriter for any underwritten Public Offering offering pursuant to this Agreement, to the extent permitted by law not to effect any sale or distribution of any equity securities of the Company or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities ActAct and any other market sale, during the 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 2 or 2.2 3 hereof has become effective and until 90 days after the effective date of such underwritten registration, except (i) as part of such underwritten registration registration, (ii) for transfers to Affiliates of such Selling Holders who agree to be bound by this Agreement, (iii) for distributions by limited partnerships or limited liability companies to their limited partners or members who agree to be bound by this Agreement, or (iv) to the extent that such Shareholder Selling Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder Selling Holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (i) unless otherwise agreed to by the managing underwriter for any underwritten offering pursuant to this Agreement, not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 2 or 2.2 3 hereof (other than Section 2.1(g)) has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registrationregistration and except for distributions pursuant to any employment, option or benefit plan or agreement of the Company, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public OfferingOffering or a transaction effected pursuant to Rule 144A under the Securities Act), to agree not to effect any Public Offering or distribution of such securities, during such period.

Holdback Agreements. Each Shareholder agrees(a) In connection with any Underwritten Offering in which a Holder participates pursuant to Section 1.2, unless otherwise agreed 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 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 any underwritten Public 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 this Agreementa Shelf Registration Statement), pursuant to which such Underwritten Offering shall be made, or such other 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 pro rata basis. (b) If any Demand Registration involves an Underwritten Offering or in the event of a Marketed Underwritten Shelf Offering, the Company will not to effect any public sale or distribution of any common equity securities of the Company (or securities convertible into or exchangeable or exercisable for equity securities of the Company, including any sale under Rule 144 under the Securities Act, during the 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and until 90 days after the effective date of such underwritten registration, except as part of such underwritten registration or to the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees (icommon equity) not to effect any Public Offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)a registration statement on Form S-4, Form S-8 or any successor forms thereto) has become effective and until 90 days after the effective date of such underwritten registrationfor its own account, except as part of such underwritten registrationwithin sixty (60) days, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering), to agree not to effect any Public such Underwritten Offering or distribution Marketed Underwritten Shelf Offering, as applicable, except as may otherwise be agreed between the Company and the lead managing underwriter(s) of such securitiesUnderwritten Offering or Marketed Underwritten Shelf Offering, during such periodas applicable.