Common use of Holder Lock-Up Clause in Contracts

Holder Lock-Up. In connection with each underwritten Public Offering each participating Holder hereby agrees, if requested, to execute and deliver, a lock-up agreement with the underwriter(s) of such Public Offering (the “Principal Lock-Up Agreement”) restricting such Holder’s right to (i) Transfer any Shares or (ii) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Shares, in each case to the extent that such restrictions are agreed to (A) in the case of a demand registration under Section 3.1 hereof, by Investors holding a majority of the Shares proposed to be offered and (B) otherwise, by the holders of a majority of the Shares participating in the Public Offering; provided, however, that no Holder shall be required by this Section 2 to be bound by a lock-up agreement covering a period of greater than 90 days following the date of the final prospectus relating to such underwritten Public Offering plus such additional period of up to 17 days as may be required by the underwriters to satisfy FINRA regulations and permit the managing underwriters’ analysts to publish research updates. Notwithstanding the foregoing, such lock-up agreement shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in (A) open market transactions or block purchases or (B) a Public Offering, (ii) Transfers to Permitted Transferees of such Holder in accordance with the terms of this Agreement, (iii) conversions of shares of Common Stock into other classes of Common Stock without change of holder and (iv) Transfers by any Holder or such Holder’s Permitted Transferees in connection with a bona fide gift to any Charitable Organization.

Holder Lock-Up. In connection with each underwritten Public Offering each participating Holder Stockholder hereby agreesagrees to be bound by and, if requested, to execute and deliver, a deliver such lock-up agreement with the underwriter(s) of such Public Offering (the “Principal Lock-Up Agreement”) restricting such Holder’s Stockholder's right to (ia) Transfer Transfer, directly or indirectly, any Shares shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (iib) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of SharesCommon Stock, in each case to the extent that such restrictions are agreed to (A) in the case of a demand registration under Section 3.1 hereof, by Investors holding a majority of the Shares proposed to be offered and Investor Groups with the underwriter(s) of such Public Offering (B) otherwise, by the holders of a majority of the Shares participating in the Public Offering"Principal Lock-Up Agreement"); provided, however, that no Holder Stockholder shall be required by this Section 2 5 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the date effectiveness of the final prospectus relating to such underwritten related registration statement; provided, further, that after the closing of the Initial Public Offering plus such additional period of up to 17 days Offering, and so long as may there is no more than one Investor Group, no Stockholder shall be required by the underwriters this Section 5 to satisfy FINRA regulations and permit the managing underwriters’ analysts be bound by a lock-up agreement unless Investors holding a majority of Shares held by all Investors agree to publish research updatesbe bound by such lock-up agreement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in (Aa) open market transactions or block purchases after the completion of the Initial Public Offering or (Bb) a Public Offering, (ii) Transfers to Permitted Transferees of such Holder Stockholder in accordance with the terms of this Agreement, (iii) conversions of shares of Common Stock into other classes of Common Stock without change of holder and (iv) during the period preceding the execution of the underwriting agreement, Transfers by any Holder or such Holder’s Permitted Transferees to a Charitable Organization in connection accordance with a bona fide gift to any Charitable Organizationthe terms of this Agreement.

Holder Lock-Up. In connection with each underwritten Public Offering Offering, each participating Holder Stockholder hereby agrees, if requestedat the request of the Company or the managing underwriters, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such Public Offering (the “Principal Lock-Up Agreement”) restricting such HolderStockholder’s right to (ia) Transfer Transfer, directly or indirectly, any Shares shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (iib) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of SharesCommon Stock, in each case to the extent that such restrictions are agreed to by the Majority Principal Investors (A) in the case of a demand registration under Section 3.1 hereof, by Investors holding or a majority of the Shares proposed to be offered and shares of Class A Stock if there are no Principal Investors remaining) with the underwriter(s) of such Public Offering (B) otherwise, by the holders of a majority of the Shares participating in the Public Offering“Principal Lock-Up Agreement”); provided, however, that no Holder Stockholder shall be required by this Section 2 5 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the date effectiveness of the final prospectus relating to such underwritten Public Offering plus such additional period of up to 17 days as may be required by the underwriters to satisfy FINRA regulations and permit the managing underwriters’ analysts to publish research updatesrelated registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (ia) transactions relating to shares of Common Stock or other securities acquired in (Ai) open market transactions or block purchases after the completion of the Initial Public Offering or (Bii) a Public Offering, (iib) Transfers to Permitted Transferees of such Holder Stockholder permitted in accordance with the terms of this Agreement, (iiic) conversions of shares of Common Stock into other classes of Common Stock or securities without change of holder and (ivd) during the period preceding the execution of the underwriting agreement, Transfers by any Holder or such Holder’s Permitted Transferees to a Charitable Organization permitted in connection accordance with a bona fide gift to any Charitable Organizationthe terms of this Agreement.

Holder Lock-Up. In connection with each underwritten Public Offering each participating Holder Stockholder holding more than three percent (3%) of the outstanding Shares hereby agreesagrees to be bound by and, if requested, to execute and deliver, a deliver any lock-up agreement with the underwriter(s) of such Public Offering (the “Principal Lock-Up Agreement”) restricting such HolderStockholder’s right to (i) Transfer Transfer, directly or indirectly, any Shares shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (ii) enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of SharesCommon Stock, in each case to the extent that such restrictions are approved and agreed to (A) to, in the case of a demand registration under Section 3.1 hereofthe Initial Public Offering, by the Majority Investors holding a majority and, in the case of the Shares proposed to be offered and (B) otherwiseany other Public Offering, by the holders of a majority of the Shares participating in the Public OfferingOffering (the “Principal Lock-Up Agreement”); provided, however, provided that no Holder shall Stockholder will be required by this Section 2 6 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the date effectiveness of the final prospectus relating to such underwritten Public Offering related registration statement plus such additional period of up to 17 20 days as may be required by the underwriters to satisfy FINRA NASD regulations and permit the managing underwriters’ analysts to publish research updates. Also, no Stockholder will be required by this Section 6 to be bound by a lock up agreement unless the Majority Investors agree to be bound by such lock-up agreement. Notwithstanding the foregoing, such lock-up agreement shall not apply to any of the following specifically authorized Transfers: (i) transactions relating to shares of Common Stock or other securities acquired in (A) a Public Offering or acquired in open market transactions or block purchases or (B) a after the completion of the Initial Public Offering, (ii) Transfers to Permitted Transferees of such Holder Stockholder in accordance with the terms of this Agreement, and (iii) conversions of shares of Common Stock into other classes of Common Stock without change of holder and (iv) Transfers by any Holder or such Holder’s Permitted Transferees in connection with a bona fide gift to any Charitable Organizationholder.

Holder Lock-Up. In connection with each underwritten Public Offering Offering, each participating Holder Stockholder hereby agrees, if requestedat the request of the Company or the managing underwriters, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such Public Offering (the “Principal Lock-Up Agreement”) restricting such HolderStockholder’s right to (ia) Transfer Transfer, directly or indirectly, any Shares shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (iib) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of SharesCommon Stock, in each case to the extent that such restrictions are agreed to by the Majority Principal Investors (A) in the case of a demand registration under Section 3.1 hereof, by Investors holding or a majority of the Shares proposed to be offered and shares of Class A Stock if there are no Principal Investors remaining) with the underwriter(s) of such Public Offering (B) otherwise, by the holders of a majority of the Shares participating in the Public Offering“Principal Lock-Up Agreement”); provided, however, that no Holder Stockholder shall be required by this Section 2 5 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of any Public Offering up to and including the Qualified Public Offering) following the date effectiveness of the final prospectus relating to such underwritten Public Offering plus such additional period of up to 17 days as may be required by the underwriters to satisfy FINRA regulations and permit the managing underwriters’ analysts to publish research updatesrelated registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (ia) transactions relating to shares of Common Stock or other securities acquired in (Ai) open market transactions or block purchases after the completion of the Qualified Public Offering or (Bii) a Public Offering, (iib) Transfers to Permitted Transferees of such Holder Stockholder permitted in accordance with the terms of this Agreement, (iiic) conversions of shares of Common Stock into other classes of Common Stock or securities without change of holder and (ivd) during the period preceding the execution of the underwriting agreement, Transfers by any Holder or such Holder’s Permitted Transferees to a Charitable Organization permitted in connection accordance with a bona fide gift to any Charitable Organizationthe terms of this Agreement.

Holder Lock-Up. In connection with each underwritten Public Offering each participating Holder Stockholder hereby agreesagrees to be bound by and, if requested, to execute and deliver, a deliver such lock-up agreement with the underwriter(s) of such Public Offering (the “Principal Lock-Up Agreement”) restricting such HolderStockholder’s right to (ia) Transfer Transfer, directly or indirectly, any Shares shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (iib) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of SharesCommon Stock, in each case to the extent that such restrictions are agreed to (A) in the case of a demand registration under Section 3.1 hereof, by Investors holding a majority of the Shares proposed to be offered and (B) otherwise, by the holders of a majority of the Shares participating in Common Stock on an As Converted Basis with the underwriter(s) of such Public OfferingOffering (the “Principal Lock-Up Agreement”); provided, however, that no Holder Stockholder shall be required by this Section 2 6 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the date effectiveness of the final prospectus relating to such underwritten related registration statement; provided, further, that after the closing of the Initial Public Offering plus such additional period of up to 17 days as may Offering, no Stockholder shall be required by the underwriters this Section 6 to satisfy FINRA regulations and permit the managing underwriters’ analysts be bound by a lock-up agreement unless Investors holding a majority of Shares held by all Investors agree to publish research updatesbe bound by such lock-up agreement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in (Aa) open market transactions or block purchases after the completion of the Initial Public Offering or (Bb) a Public Offering, (ii) Transfers to Permitted Transferees of such Holder Stockholder in accordance with the terms of this Agreement, (iii) conversions of shares of Common Stock into other classes of Common Stock without change of holder and (iv) during the period preceding the execution of the underwriting agreement, Transfers by any Holder or such Holder’s Permitted Transferees to a Charitable Organization in connection accordance with a bona fide gift to any Charitable Organizationthe terms of this Agreement.

Holder Lock-Up. In connection with each underwritten Public Offering Offering, each participating Holder Stockholder hereby agrees, if requestedat the request of the Company or the managing underwriters, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such Public Offering (the “Principal Lock-Up Agreement”) restricting such HolderStockholder’s right to (ia) Transfer Transfer, directly or indirectly, any Shares shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (iib) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of SharesCommon Stock, in each case if and to the extent that such restrictions are agreed to by the Majority PITV Investors (A) in the case of a demand registration under Section 3.1 hereof, by Investors holding or a majority of the Shares proposed to be offered and (Bshares of Common Stock if there are no PITV Investors remaining) otherwise, by with the holders underwriter(s) of a majority of the Shares participating in the such Public Offering; provided, however, that no Holder Stockholder shall be required by this Section 2 5 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the date effectiveness of the final prospectus relating to such underwritten Public Offering plus such additional period of up to 17 days as may be required by the underwriters to satisfy FINRA regulations and permit the managing underwriters’ analysts to publish research updatesrelated registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (ia) transactions relating to shares of Common Stock or other securities acquired in (Ai) open market transactions or block purchases after the completion of the Initial Public Offering or (Bii) a Public Offering, (iib) Transfers to Permitted Transferees of such Holder Stockholder permitted in accordance with the terms of this Agreement, (iiic) conversions of shares of Common Stock into other classes of Common Stock or securities without change of holder holder, (d) exercise of the TV Debentures or TV Warrants and (ive) during the period preceding the execution of the underwriting agreement, Transfers by any Holder or such Holder’s Permitted Transferees to a Charitable Organization permitted in connection accordance with a bona fide gift to any Charitable Organizationthe terms of this Agreement.

Holder Lock-Up. In connection with each underwritten Public Offering Offering, each participating Holder Stockholder hereby agrees, if requestedat the request of the Company or the managing underwriters, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such Public Offering (the “Principal Lock-Up Agreement”) restricting such HolderStockholder’s right to (ia) Transfer Transfer, directly or indirectly, any Shares shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (iib) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of SharesCommon Stock, in each case if and to the extent that such restrictions are agreed to by the Majority PITV Investors (A) in the case of a demand registration under Section 3.1 hereof, by Investors holding or a majority of the Shares proposed to be offered and (Bshares of Common Stock if there are no PITV Investors remaining) otherwise, by with the holders underwriter(s) of a majority of the Shares participating in the such Public Offering; provided, however, that no Holder Stockholder shall be required by this Section 2 5.2 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the date effectiveness of the final prospectus relating to such underwritten Public Offering plus such additional period of up to 17 days as may be required by the underwriters to satisfy FINRA regulations and permit the managing underwriters’ analysts to publish research updatesrelated registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (ia) transactions relating to shares of Common Stock or other securities acquired in (Ai) open market transactions or block purchases after the completion of the Initial Public Offering or (Bii) a Public Offering, (iib) Transfers to Permitted Transferees of such Holder Stockholder permitted in accordance with the terms of this Agreement, (iiic) conversions of shares of Common Stock into other classes of Common Stock or securities without change of holder holder, (d) exercise of the TV Warrants and (ive) during the period preceding the execution of the underwriting agreement, Transfers by any Holder or such Holder’s Permitted Transferees to a Charitable Organization permitted in connection accordance with a bona fide gift to any Charitable Organizationthe terms of this Agreement.