Common use of Holders of Registrable Securities Clause in Contracts

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that in connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering for its own account, and upon written request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. Each Initiating If requested by the Company or the managing underwriter(s), each Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that participating in connection an Underwritten Offering shall enter into customary lock-up agreements with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering for its own account, and upon written request from the managing underwriter(s) for of such offeringUnderwritten Offering; provided that (i) the lock-up period in such customary lock-up agreement shall not exceed ninety (90) days from the date of the final prospectus relating to the Underwritten Offering, and (ii) except with respect to the lock-up period, such Holder customary lock-up shall notbe substantially consistent with the lock-up agreements entered into by such Holders in connection with the IPO. In addition, without if Magnus is participating in an Underwritten Offering, Magnus agrees to use commercially reasonable efforts to cause the prior written consent pledgee under any credit agreement of such managing underwriter(s), during such period as is reasonably requested Magnus under which any shares of Common Stock beneficially owned by Magnus are pledged to enter into a customary lock-up agreement with the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offeringUnderwritten Offering and such customary lock-up shall be substantially consistent with the lock-up agreement entered into by such pledgee in connection with the IPO (except with respect to the lock-up period), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall Each Holder not apply to offers or sales of Registrable Securities that are included participating in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement who then beneficially owns (calculated as provided in Rule 13d-3 under the Exchange Act) 5% or more of the Common Stock of the then outstanding shares of Common Stock (a “Non-Participating Holder”) agrees to be bound by the terms of the customary lock-up agreement substantially consistent with the lock-up agreements entered into by such Holders in connection with the IPO (except with respect to the lock-up period) entered into by the participating Holders in connection therewith as if such Holder had been a party thereto; provided that, (A) notwithstanding the terms of the customary lock-up agreement entered into by the participating Holders, (i) Non-Participating Holders shall not be prohibited from establishing any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act during the lock-up period set forth in such agreements (provided that no sales may be made pursuant to such a Plan prior to the expiration of the lock-up period set forth in such agreements and no public announcement of the establishment or existence of a Plan or filing in respect thereof is required or made voluntarily prior to the expiration of the lock-up period set forth in such agreements), (ii) Non-Participating Holders shall not be prohibited from making sales pursuant to a Plan that exists on the date of the customary lock-up agreement entered into by the participating Holders, and (iii) the Non-Participating Holders shall not be bound by such lock-up agreement for a period in excess of ninety (90) days from the date of the final prospectus relating to the offering that is the subject of the lock-up agreement, and (B) a Non-Participating Holder shall not be bound by the terms of such lock-up agreement if such Non-Participating Holder has submitted to the Company an Opt-Out Request prior to the effective date of such lock-up agreement; provided that in the case of a primary Underwritten Offering on behalf of the Company, a Non-Participating Holder that has submitted an Opt-Out Request shall be applicable bound by the terms of such lock-up agreement if (x) it has been given the opportunity to include its Registrable Securities in a Piggyback Registration notwithstanding such Opt-Out Request by special notice from the Company delivered to the Holders Non-Participating Holder no earlier than five (5) Business Days and no later than two (2) Business Days before the anticipated filing date of the Piggyback Registration, and (y) such Non-Participating Holder’s Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder are not included in such offering Piggyback Registration due to Non-Participating Holder’s decision not to include its Registrable Securities in the Piggyback Registration or due to an underwriter cut-back under Section 3(c). In addition, if Magnus is a Non-Participating Holder that is required to be bound by the terms of such lock-up agreement pursuant to the terms of this Section 4(a), Magnus agrees to use commercially reasonable efforts to cause the pledgee under any credit agreement of Magnus under which any shares of Common Stock beneficially owned by Magnus are pledged to agree to be bound by the terms of the customary lock-up agreement substantially consistent with the lock-up agreements entered into by such Holders in connection with the IPO (except with respect to the lock-up period) entered into by the participating Holders in connection therewith as if such pledgee had been a party thereto. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the same restrictions if requested by set forth in this Section 4(a) until the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% end of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold lock-up period set forth in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a)agreements.

Holders of Registrable Securities. Each Initiating In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company, no Holder who “beneficially owns” (as such term is defined under and Participating Holder, and each other Holder of Registrable Securities that holds determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5%) or beneficially owns at least 2% more of the outstanding Common Stock agrees that in connection with any underwritten Demand Registration shares of Class A-1 Common Stock, Underwritten Shelf Takedown or a registered underwritten offering of Class A Common Stock by Parent in and Class B Common Stock (taken together as a primary offering for its own accountsingle class as-if converted to Class A common stock) shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, and upon written request from the managing underwriter(s) or any securities convertible into or exchangeable or exercisable for such offering, such Holder shall notsecurities, without the prior written consent of such managing underwriter(s)from the Company, during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the 90-day period beginning on the date of pricing of such offeringShelf Takedown (the “Takedown Lock-Up Period”), effect except as part of the Shelf Takedown, and (i) unless the underwriters managing the Shelf Takedown or other underwritten public equity offering by the Company otherwise agree by written consent and (ii) only if such Takedown Lock-Up Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided that nothing herein will prevent any public sale Holder that is a partnership or corporation from making a distribution of any Similar Registrable Securities to those being registeredthe partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, including so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a). Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any sale under Rule 144event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The foregoing provisions of this Section 6(a4(a) shall not will no longer apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of once such Holder ceases to hold Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. Each Initiating Holder Notwithstanding anything contained herein to the contrary and Participating Holderto the extent not inconsistent with applicable law, and upon the request of the applicable underwriter, each other Holder holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that in connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering for its own account, and upon written request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering), not effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of Issuer Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any economic consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such securities or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the 10 days prior to and the 90 days after the effective time of any Similar underwritten piggy-back registration pursuant to Section 3 hereof in which any of such holder’s Registrable Securities are included (except as part of such underwritten piggy back registration) (a “Stand-off Period”), except as otherwise agreed to those being registeredby the underwriter managing any such underwritten registration. If (i) the Issuer issues an earnings release or other material news or a material event relating to the Issuer during the last 17 days of the Stand-off Period or (ii) prior to the expiration of the Stand-off Period, including any sale under the Issuer announces that it will release earnings results during the 16 day period beginning upon the expiration of the Stand-off Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 1442711(f)(4), the Stand-off Period shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be. The foregoing Notwithstanding the foregoing, the provisions of this Section 6(a4(a) shall not only apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement if (i) all officers and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock Issuer enter into similar agreements and (ii) no such officer or director is subject to released in whole or in part from his or her obligations under such agreement unless all Holders are similarly released from the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a4(a) and are necessary as to give further effect thereto. Any discretionary waiver the same percentage of their Issuer Common Stock as to which such officer or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a)director is released.

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that in In connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered underwritten public offering of Common Stock by equity securities of the Parent in a primary offering for its own account(an “Underwritten Offering”) as to which Member Holders or other holders of Registrable Securities are included as selling holders, and upon written request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably if requested by the managing underwriter(s) Underwriter for such Underwritten Offering, each Member Holder or other holder of Registrable Securities participating in such offering agrees to enter into a lock-up agreement, in addition to any other lock-up agreement then in effect with respect to Registrable Securities, containing customary restrictions on transfers of equity securities of the Parent (which except with respect to such securities as are proposed to be offered pursuant to the Underwritten Offering), or any securities convertible into or exchangeable or exercisable for such securities, for a period shall in no event be longer not greater than seven (7) days prior to and sixty ninety (6090) days after the date of pricing of such offeringUnderwritten Offering (subject 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 “Lock-Up Period”); provided, effect that the Member Holders shall not be subject to the provisions hereof unless the Parent’s directors, officers, and any public sale other Persons participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing Underwriter and if any such Person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Parent or an Underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Member Holder or other such holder that is a partnership, limited liability company or corporation from making a distribution of any Similar Registrable Securities to those being registeredthe partners, including members or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.5, (ii) the exercise, exchange or conversion of any sale under Rule 144security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2.5. The foregoing provisions of this Section 6(a) shall not 2.5 will no longer apply to offers a Member Holder or sales other holder of Registrable Securities that are included in an offering pursuant once such Person ceases to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of hold Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that in connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering for its own account, and upon written request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested If required by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering)an underwritten Public Offering, effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales each holder of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by enter into lock-up agreements with the managing underwriter(s) for of an underwritten Public Offering in such offering, and Parent uses its reasonable best efforts form as agreed to ensure that each other holder by the holders of at least 5% a majority of the outstanding Common Stock is subject to Registrable Securities participating in such Public Offering. In the same restrictions if requested by the managing underwriter(s) for absence of any such offering. Each Holder lock-up agreement, each holder of Registrable Securities agrees to execute and deliver as follows: (i) in connection with all underwritten Public Offerings, such other agreements as may be reasonably requested by Holder shall not effect any Sale Transaction commencing on the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination earlier of the requirements under date on which the foregoing provisions made by Parent or Company gives notice to the applicable managing underwriter(s) shall apply to each Holder holders of Registrable Securities proposed to be sold in of the circulation of a preliminary or final prospectus for such Public Offering or the "pricing" of such offering on and continuing to the date that is 60 days following the date of the final prospectus for such Public Offering (a pro rata basis. Without limiting "Follow-On Holdback Period"), unless, if an underwritten Public Offering, the foregoing underwriters managing the Public Offering otherwise agree in writing; and (but subject ii) in the event that (A) the Company issues an earnings release or discloses other material information or a material event relating to Section 13(athe Company and its Subsidiaries occurs during the last 17 days of any Follow-On Holdback Period (as applicable) or (B) prior to the expiration of any Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16‑day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering hereunder to comply with FINRA Rule 2711(f)(4), if agreed to by the holders of a majority of the Registrable Securities selling in such Underwritten Offering, the Follow-On Holdback Period (as applicable) shall be extended until 18 days after the date hereof Parent grants any Person earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a "Holdback Extension"). The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other than a Holder of Registrable Securitiessecurities) any rights subject to demand or participate the restrictions set forth in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a)4(a) until the end of such period, including any Holdback Extension.

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder In connection with an underwritten public offering of Registrable Securities that holds or beneficially owns at least 2% equity securities of the outstanding Common Stock agrees that in connection with Company, or any underwritten Demand Registration of Common Stocksecurities convertible into or exchangeable or exercisable for such securities, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering the Company for its own account, and upon written request from the managing underwriter(s) for such offering, such account or on behalf of any Holder shall not, without the prior written consent of such managing underwriter(sor Other Holders (including pursuant to any Shelf Takedown), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for underwriters in connection with such underwritten offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least no Holder who is a Management Holder or who beneficially owns 5% or more of the outstanding Common Stock is subject Shares shall effect any sale or distribution (including sales pursuant to Rule 144) of equity securities of the same restrictions if requested Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the underwriters managing the underwritten public equity offering by the managing underwriter(s) for such offering. Each Holder Company during a period beginning up to seven days prior to and ending up to 90 days from and including the date of Registrable Securities agrees to execute and deliver such other agreements pricing as may be reasonably requested by the underwriters managing underwriter(sthe underwritten public equity offering (including pursuant to any Shelf Takedown) (or 180 days in the case of the Initial Public Offering) (the “Lock-Up Period”); provided that (A) the foregoing shall not apply to any Common Shares that are consistent offered for sale as part of the underwritten public equity offering, (B) such Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) such Lock-Up Period shall be subject to customary exceptions and not commence unless the Company notifies the Holders in writing prior to the commencement of the Lock-Up Period; provided further, that nothing herein shall prevent any Holder that is a partnership or corporation from making a distribution of Registrable Shares to the partners or stockholders thereof or a Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the foregoing provisions applicable securities laws. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public offering of equity securities shall be third-party beneficiaries of this Section 6(a) and are necessary to give further effect thereto5(d). Any discretionary waiver or termination of the requirements under the foregoing provisions of this Section 5(d) made by Parent or the applicable managing underwriter(s) underwriters in connection with an underwritten offering shall apply to each Holder of Registrable Securities proposed subject to be sold in such offering this Section 5(d) on a pro rata basis. Without limiting basis in accordance with the foregoing Proportionate Percentages (but subject assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to Section 13(a))such offering, except, if after (i) a Principal Stockholder has the date hereof Parent grants any Person right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (other than a Holder of Registrable Securitiesii) any rights the Selected Underwriter has been selected pursuant to demand or participate in a registration, Parent such request and (iii) agrees that it shall include in such Person’s agreement (A) a covenant consistent with pro rata waiver or termination of requirements would not be commercially reasonable and (B) that the foregoing proposed waiver or termination of requirements is as close to pro rata as would be commercially feasible. The provisions of this Section 6(a)5(d) will no longer apply to a Holder if (x) such Holder ceases to hold any Registrable Shares or (y) such Holder beneficially owns less than 5% of the outstanding Common Shares or ceases to be a Management Holder, as applicable.

Holders of Registrable Securities. Each Initiating If requested by the lead managing underwriter, each Holder who “beneficially owns” (as such term is defined under and Participating Holder, and each other Holder of Registrable Securities that holds determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5.0%) or beneficially owns at least 2% more of the issued and outstanding Common Stock agrees that of the Company and each Holder including Registrable Securities in connection with any underwritten Underwritten Demand Registration of Common StockOffering, 10 19572323.8 Execution Version Exhibit 4.1 Underwritten Shelf Takedown or a registered underwritten offering Piggyback Offering shall not effect any public sale or distribution (including sales pursuant to Rule 144) of Common Stock by Parent in a primary offering for its own accountequity securities of the Company, and upon written request from the managing underwriter(s) or any securities convertible into or exchangeable or exercisable for such offeringsecurities, such Holder shall not(i) with respect to the Company’s first Underwritten Offering under the Securities Act for cash, without for the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty the one hundred eighty (60180) days after beginning on the pricing effective date of such offeringregistration plus up to an additional eighteen (18) days to the extent necessary to comply with applicable regulatory requirements following the effective date of such registration, (ii) with respect to any other Underwritten Demand Offering or Piggyback Offering in which Registrable Securities are included, the seven (7) days prior to and the ninety (90)-day period beginning on the effective date of such registration, and (iii) upon notice from the Company of the commencement of a distribution in connection with any other Underwritten Offering (including, but not limited to, any distribution in connection with any Shelf Registration) by or on behalf of the Company, the seven (7) days prior to and the ninety (90)-day period beginning on the date of commencement of such distribution (the “Lock-Up Period”), effect in each case except as part of such Underwritten Offering, and in each case unless the underwriters managing such Underwritten Offering otherwise agree; provided, however, that (i) notwithstanding the foregoing, no Holder shall be subject to the provisions hereof unless all of the Company’s directors and officers (and their respective Affiliates) are subject to the Lock-Up Period and (ii) if any public sale Other Holder of Registrable Securities of the Company or any of the Company’s directors and officers (or any of their respective Affiliates) shall be subject to a shorter period or receives more advantageous terms relating to the Lock-Up Period, then the Lock-Up Period shall be such shorter period and also on such more advantageous terms. The restrictions set forth in this Section 3(a) shall not be applicable to Transfers by Holders to Affiliates who agree to be bound by the provisions hereof, Transfers related to securities owned by Holders as a result of open market purchases made following the closing of the applicable offerings, and other Transfers to which the underwriters managing such Underwritten Offering agree; provided, however, that nothing herein shall prevent a Holder that is a partnership or corporation from making a distribution of any Similar Registrable Securities to those being registeredthe partners or shareholders thereof that is otherwise in compliance with applicable securities laws, including any sale under Rule 144so long as such distributees agree to be bound by the terms hereof. The foregoing provisions of this Section 6(a3(a) shall not will no longer apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of once such Holder ceases to hold Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that in In connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered other underwritten public offering of Common Stock equity securities by Parent in the Company (a primary offering for its own account, and upon written request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s“Company Underwritten Offering”), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) underwriter for such offering, each Holder who Beneficially Owns 5% or more of the outstanding shares of New Common Stock and Parent uses any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Underwritten Shelf Takedown or underwritten public equity offering) or any securities convertible into or exchangeable or exercisable for such securities (including, for the avoidance of doubt, the Warrants), without prior written consent from the Company, during the seven day period prior to and the 90 day period beginning on the date of pricing of such Underwritten Shelf Takedown (subject 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 “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Own 5% or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such Person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its reasonable best efforts lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of such waiver; provided, further, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to ensure the partners, members or stockholders thereof, (b) the transfer by a Holder that each is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2(a), or (iii) any Holder from continuing market-making or other holder trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 5% 30 days between the end of any Lock-Up Period and the outstanding Common Stock is subject to the same restrictions if pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter(s) for such offering. Each underwriter, each Holder of Registrable Securities agrees to execute and deliver a lock-up agreement in favor of the Company’s underwriters to such other agreements as may effect and, in any event, that the Company’s underwriters in any relevant Underwritten Shelf Takedown shall be reasonably requested by the managing underwriter(s) that are consistent with the foregoing third party beneficiaries of this Section 2(a). The provisions of this Section 6(a2(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall will no longer apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of once such Holder ceases to hold Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. (i) Each Initiating Holder and Participating Holder, and each other Holder holder of Registrable Securities that holds shall agree that, upon receipt of any notice from either Borrower or beneficially owns at least 2% WPT (A) of the outstanding Common Stock agrees need for an amendment or supplement to the Registration Statement or the prospectus forming a part thereof, (B) that the board of directors of WPT has determined in good faith that offers and sales pursuant to the prospectus forming part of the Registration Statement should not be made by reason of the presence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in the Registration Statement would be premature or would have a material adverse effect, or (C) in connection with a primary underwritten offering of equity securities of WPT, each holder of Registrable Securities will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement contemplated by Section 1.4(a) until its receipt of copies of the supplemented or amended prospectus from WPT or confirmation of the filing of such report with the SEC by WPT, any such prospectus to be forwarded promptly to the holder of Registrable Securities by WPT, and, if so directed by WPT, each holder of Registrable Securities shall deliver to WPT all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice; provided, however, that WPT, may suspend the disposition of Registrable Securities pursuant to the Registration Statement pursuant to clause (ii) above not more than one time (not to exceed 30 days) during any three month period, nor more than three times (not to exceed 30 days each) in any twelve-month period. (ii) As a condition to the inclusion of its Registrable Securities, each holder of Registrable Securities shall furnish to WPT such information regarding such holder and the distribution proposed by such holder as WPT may reasonably request in writing or as shall be required in connection with any underwritten Demand Registration of Common Stockregistration, Underwritten Shelf Takedown qualification or a registered underwritten offering of Common Stock by Parent compliance referred to in a primary offering for its own account, and upon written request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a)1.4.

Holders of Registrable Securities. Each Initiating Holder who “beneficially owns” (as such term is defined under and Participating Holder, and each other Holder of Registrable Securities that holds determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5%) or beneficially owns at least 2% more of the outstanding INSW Common Stock or who is an Affiliate of the Company agrees with the Company that in connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering for its own account, and upon written request from the managing underwriter(s) for such offering, such Holder shall notnot effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, without or any securities convertible into or exchangeable or exercisable for such securities during the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty the ninety (6090) days after day period beginning on the date of pricing of such offeringeach Underwritten Offering or other underwritten public offering of equity securities of the Company (the “Lock-Up Period”), effect except as part of such Underwritten Offering or other underwritten public offering of equity securities of the Company unless (i) the Company otherwise agrees by written consent, (ii) the underwriters managing such Underwritten Offering or other underwritten public offering of equity securities of the Company otherwise agree by written consent and (iii) such Lock-Up Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided that notwithstanding the foregoing any public sale such Holder that is a partnership or distribution corporation may make distributions of any Similar Registrable Securities to those being registeredthe partners or stockholders thereof or transfers of Registrable Securities to Affiliates that are otherwise in compliance with applicable securities laws, including any sale under Rule 144so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section ‎4(a). Each such Holder agrees with the Company to execute a lock-up agreement in favor of the Company’s underwriters managing such Underwritten Offering or other underwritten public offering of equity securities of the Company to such effect and that such underwriters shall be third party beneficiaries of this Section ‎4(a). The foregoing provisions of this Section 6(a‎4(a) shall not will no longer apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of once such Holder ceases to hold Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that in connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering for its own account, and upon written request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested If required by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering)an underwritten Public Offering, effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales each holder of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by enter into lock-up agreements with the managing underwriter(s) for of an underwritten Public Offering in such offering, and Parent uses its reasonable best efforts form as agreed to ensure that each other holder by the holders of at least 5% a majority of the outstanding Common Stock is subject to Registrable Securities participating in such Public Offering. In the same restrictions if requested by the managing underwriter(s) for absence of any such offering. Each Holder lock-up agreement, each holder of Registrable Securities agrees to execute and deliver as follows: (i) in connection with all underwritten Public Offerings, such other agreements as may be reasonably requested by Holder shall not effect any Sale Transaction commencing on the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination earlier of the requirements under date on which the foregoing provisions made by Parent or Company gives notice to the applicable managing underwriter(s) shall apply to each Holder holders of Registrable Securities proposed to be sold in of the circulation of a preliminary or final prospectus for such Public Offering or the "pricing" of such offering on and continuing to the date that is 60 days following the date of the final prospectus for such Public Offering (a pro rata basis. Without limiting "Follow-On Holdback Period"), unless, if an underwritten Public Offering, the foregoing underwriters managing the Public Offering otherwise agree in writing; and (but subject ii) in the event that (A) the Company issues an earnings release or discloses other material information or a material event relating to Section 13(athe Company and its Subsidiaries occurs during the last 17 days of any Follow-On Holdback Period (as applicable) or (B) prior to the expiration of any Follow-On Holdback Period (as applicable), the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering hereunder to comply with FINRA Rule 2711(f)(4), if agreed to by the holders of a majority of the Registrable Securities selling in such Underwritten Offering, the Follow-On Holdback Period (as applicable) shall be extended until 18 days after the date hereof Parent grants any Person earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a "Holdback Extension"). The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other than a Holder of Registrable Securitiessecurities) any rights subject to demand or participate the restrictions set forth in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a)4(a) until the end of such period, including any Holdback Extension.

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of If required by the outstanding Common Stock agrees that managing underwriter in connection with any underwritten Demand Registration Incidental Registration, each holder of Common Stock, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering for its own account, and upon written request from Registrable Securities shall enter into customary lock-up agreements with the managing underwriter(s) for of an underwritten Public Offering in such offeringform as reasonably satisfactory to the holders of a majority of the Registrable Securities, such Holder shall notprovided, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall that in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales will holders of Registrable Securities be required to enter into a lock-up agreement that are included in an offering pursuant to Section 2is more restrictive than lock-up agreements entered into by any of the Company’s directors, Section 3, officers or Section 5 holders of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least more than 5% of the outstanding Company’s Common Stock is subject to Stock. In the same restrictions if requested by the managing underwriter(s) for absence of any such offering. Each Holder lock-up agreement, each holder of Registrable Securities agrees as follows: (i) in connection with all underwritten Public Offerings, such holder shall not effect any Sale Transaction from the date on which the Company gives notice to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder holders of Registrable Securities proposed of the circulation of a preliminary or final prospectus for such Public Offering to the date that is 90 days following the date of the final prospectus for such Public Offering (a “Holdback Period”), unless, if an underwritten Public Offering, the underwriters managing the such Public Offering otherwise agree in writing; and (ii) in the event that (A) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Holdback Period or (B) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period shall be sold in such offering on extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a pro rata basis“Holdback Extension”). Without limiting The Company may impose stop-transfer instructions with respect to the foregoing shares of Common Stock (but or other securities) subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of Registrable Securities) any rights to demand or participate restrictions set forth in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a)4(a) until the end of such period, including any Holdback Extension.

Holders of Registrable Securities. Each Initiating In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting and Participating the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, and each other Holder if the Company determines in good faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities that holds or beneficially owns at least 2% held by the Holders; and third, to any stockholder of the outstanding Common Stock agrees Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in connection the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any underwritten Demand Registration other selling stockholder be included in such registration that would reduce the number of Common Stock, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock shares which may be included by Parent in a primary offering for its own account, and upon written request from the managing underwriter(s) for such offering, such Holder shall not, Holders without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% not less than a majority of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such offering on underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata basis. Without limiting reduction with respect to such “Holder” shall be based upon the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder aggregate amount of Registrable Securities) any shares carrying registration rights to demand or participate in a registration, Parent agrees that it shall include owned by all entities and individuals included in such Person’s agreement a covenant consistent with the foregoing provisions of “Holder,” as defined in this Section 6(a)sentence.

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that in In connection with any underwritten Demand Registration public offering of equity securities of the Company (including pursuant to any Shelf Takedown), no Holder who beneficially owns two percent (2%) or more of the outstanding shares of New Common Stock, Underwritten Shelf Takedown and no Holder who is selling in such underwritten public offering, whether beneficially owning two percent (2%) or a registered underwritten offering less of the outstanding shares of New Common Stock by Parent in a primary offering for its own accountStock, and upon written request from shall sell, offer, pledge, contract to sell (including any short sale), grant any option to purchase, transfer or otherwise dispose of, including any sale pursuant to Rule 144, equity securities of the managing underwriter(s) Company, or any securities convertible into or exchangeable or exercisable for such offering, securities or enter into any hedging transaction relating to any such Holder shall notsecurities, without the prior written consent of such managing underwriter(s)the Company, during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the 75-day period beginning on the date of pricing of such offeringunderwritten public equity offering (each, a “Lock-Up Period”), effect except as part of the underwritten public equity offering, and (A) unless the underwriters managing such underwritten public equity offering otherwise agree by written consent and (A) only if such Lock Up Period (or a longer period) is applicable on substantially similar terms to the Company and the Company uses its commercially reasonable efforts to cause each of its executive officers and directors to be subject to such Lock Up Period (or a longer period) on substantially similar terms; provided, that nothing herein will prevent any public Holder from making a gift of Registrable Securities or prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or stockholders thereof or prevent any Holder from making a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as in each case such donees, distributees or transferees agree to be bound by the restrictions set forth in this Section Error! Reference source not found., such transfer shall not involve a disposition for value and either (x) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period) or (y) if a filing is required or is voluntarily made, such filing discloses that such transfer did not involve a disposition for value and such donees, distributees or transferees will be bound by the restrictions set forth in this Section Error! Reference source not found.. The term “hedging transaction” means any short sale (whether or not against the box) or any purchase, sale or distribution grant of any Similar Securities right (including, without limitation, any put or call option) with respect to those being registeredany security that includes, including relates to or derives any sale under Rule 144significant part of its value from the New Common Stock (other than a broad-based market basket or index). Each Holder agrees to execute a customary lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, the Company’s underwriters in any underwritten public offering of equity securities shall be third party beneficiaries of this Section Error! Reference source not found.. The foregoing provisions of this Section 6(a) shall Error! Reference source not found. will no longer apply to offers a Holder once such Holder ceases to hold Registrable Securities. Notwithstanding anything to the contrary set forth in this Agreement or sales any certificate, document, instrument or writing delivered in connection therewith, none of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 the provisions of this Agreement or any certificate, document, instrument or writing delivered in connection therewith shall in any way limit any Holder or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and shall be applicable to other similar activities conducted in the Holders ordinary course of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a)their business.

Holders of Registrable Securities. Each Initiating Holder and Participating HolderSubject to the last sentence of this Section 6(a), and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that in connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered underwritten public offering of equity securities by the Company (including pursuant to any Shelf Takedown), no Holder who beneficially owns five percent (5%) or more of the outstanding shares of New Common Stock by Parent in (on a primary offering for its own accountfully diluted basis assuming the conversion of all New Preferred Stock and the exercise of all Warrants) shall effect any public sale or distribution of equity securities of the Company, and upon written request from the managing underwriter(s) or any securities convertible into or exchangeable or exercisable for such offering, such Holder shall notsecurities, without the prior written consent of such managing underwriter(sthe Company, (i) in the case of an Initial Public Offering, during the seven days prior to and the 180-day period beginning on the date of the pricing of the Initial Public Offering or (ii) during the seven days prior to and the 90-day period beginning on the date of pricing of any other underwritten public equity offering (including pursuant to any Shelf Takedown) (each, a “Lock-Up Period”), except as part of the underwritten public equity offering, and (A) unless the underwriters managing such underwritten public equity offering by the Company otherwise agree by written consent and (B) only if such Lock Up Period (or a longer period) is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided, however, that if (1) during the last 17 days of a Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of a Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of a Lock-Up Period, then in each case such Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as is reasonably requested by applicable, unless the managing underwriter(s) waives, in writing, such extension; provided, further, that nothing herein will prevent any Holder from making a gift of Registrable Securities or prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or stockholders thereof or prevent any Holder from making a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as in each case such donees, distributees or transferees agree to be bound by the restrictions set forth in this Section 6, such transfer shall not involve a disposition for value and either (which period x) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in no event be longer connection with such transfer (other than seven (7) days prior to and sixty (60) days a filing on Form 5 made after the pricing expiration of the Lock-Up Period) or (y) if a filing is required or is voluntarily made, such offering)filing discloses that such transfer did not involve a disposition for value and such donees, distributees or transferees will be bound by the restrictions set forth in this Section 6. Each Holder agrees to execute a customary lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public sale or distribution offering of any Similar Securities to those being registered, including any sale under Rule 144equity securities shall be third party beneficiaries of this Section 6. The foregoing provisions of this Section 6 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. The provisions of this Section 6(a) shall will not apply to offers or sales in connection with any underwritten public offering of Registrable Securities that are included in an offering equity securities by the Company (including pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(sany Shelf Takedown) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% within nine months of the outstanding Common Stock is subject to date hereof in which the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination total offering price of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed firm shares to be sold in such offering on a pro rata basis. Without limiting (excluding piggyback shares and before deduction of underwriting discounts) is not reasonably expected to exceed, in the foregoing (but subject to Section 13(a))aggregate, if after the date hereof Parent grants any Person (other than a Holder of Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a)$75 million.

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder If required by the holders of a majority of Registrable Securities that holds or beneficially owns at least 2% participating in such Public Offering, each holder of the outstanding Common Stock agrees that in connection Registrable Securities shall enter into lock-up agreements with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering for its own account, and upon written request from the managing underwriter(s) for of an underwritten Public Offering in such offeringform as agreed to by the holders of a majority of Registrable Securities participating in such Public Offering; provided, however, that (x) no Holder shall be required to enter into a lock-up period covering a period of greater than 90 days following the date of the final prospectus relating to such offering or such longer period as agreed to by each of the Xxxx Entities and the Oaktree Entities and (y) such lock-up agreement shall not apply to (A) distributions in-kind to a Holder’s equityholders or (B) transfers to Affiliates, but only if such Affiliates agree to be bound by the restrictions of such lock-up agreement. In the absence of any such lock-up agreement, each holder of Registrable Securities agrees as follows: (i) in connection with all underwritten Public Offerings (other than the Company’s initial Public Offering with respect to which separate holdback agreements were delivered), such Holder shall notnot effect any sale, without disposition or distribution of (including sales pursuant to Rule 144), directly or indirectly, any Capital Stock of the prior written consent Company (including Capital Stock of the Company that may be deemed to be owned beneficially by such Holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities” and such transaction, a “Sale Transaction”), commencing on the earlier of the date on which the Company gives notice to the holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Public Offering or the “pricing” of such managing underwriter(s), during offering and continuing to the date that is (A) 90 days following the date of the final prospectus for such period as is reasonably requested by the managing underwriter(s) Public Offering (which period shall may, in no each case, be extended to the extent required by applicable Law) or (B) such shorter period as the underwriters managing such Public Offering otherwise agree in writing (a “Holdback Period”); and (ii) in the event be longer than seven that (7A) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of any Holdback Period or (B) prior to and sixty (60) the expiration of any Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period shall be extended until 18 days after the pricing earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of such offering), effect any public sale or distribution of any Similar Securities to those being registeredperiod, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a)Holdback Extension.

Holders of Registrable Securities. Each Initiating In connection with any Underwritten Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if requested by the managing underwriter for such offering, each Holder and Participating Holder, and each other Holder of Registrable Securities that holds who Beneficially Owns 5% or beneficially owns at least 2% more of the outstanding Common Stock and any other Holder participating in such offering agrees that in connection to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with any underwritten Demand Registration of Common Stock, respect to such securities as are proposed to be offered pursuant to the Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering for its own account, and upon written request from the managing underwriter(spublic equity offering) or any securities convertible into or exchangeable or exercisable for such offering, such Holder shall notsecurities, without the prior written consent of such managing underwriter(s)from the Company, during such a period as is reasonably requested specified by the managing underwriter(s) (which period shall in no event be longer than underwriter not to exceed seven (7) days prior to and sixty (60) not to exceed 90 days after following the date of pricing of such offering), effect Underwritten Shelf Takedown (subject to extension in connection with any public sale earnings release or distribution other release of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering material information pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that Parent, the Holders shall not be subject to the provisions hereof unless the Company’s directors and executive officers of Parentshall have signed, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least Holders who Beneficially Own 5% or more of the outstanding Common Stock is subject to the same restrictions if and any other Holders participating in such offering shall have been requested by the managing underwriter(sunderwriter to sign lock-up agreements containing substantially similar terms and if any such Person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of such waiver; provided, further, that nothing herein will prevent (i)(a) for such offering. Each any Holder that is a partnership, limited liability company, corporation, trust or similar Person from making a distribution of Registrable Securities agrees to execute its partners, members, stockholders, beneficiaries or similar Persons, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and deliver such other agreements as may be reasonably the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter(s) underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that are consistent with the foregoing Company’s underwriters in any relevant Underwritten Shelf Takedown shall be third party beneficiaries of this Section 2(a). The provisions of this Section 6(a2(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall will no longer apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of once such Holder ceases to hold Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder In connection with an underwritten public offering of Registrable Securities that holds or beneficially owns at least 2% equity securities of the outstanding Common Stock agrees that in connection with Company, or any underwritten Demand Registration of Common Stocksecurities convertible into or exchangeable or exercisable for such securities, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering the Company for its own account, and upon written request from the managing underwriter(s) for such offering, such account or on behalf of any Holder shall not, without the prior written consent of such managing underwriter(sor Other Holders (including pursuant to any Shelf Takedown), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for underwriters in connection with such underwritten offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least no Holder who is a Management Holder or who beneficially owns 5% or more of the outstanding Common Stock is subject Shares shall effect any sale or distribution (including sales pursuant to Rule 144) of equity securities of the same restrictions if requested Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the underwriters managing the underwritten public equity offering by the managing underwriter(s) for such offering. Each Holder Company during a period beginning up to seven days prior to and ending up to 90 days from and including the date of Registrable Securities agrees to execute and deliver such other agreements pricing as may be reasonably requested by the underwriters managing underwriter(sthe underwritten public equity offering (including pursuant to any Shelf Takedown) (or 180 days in the case of the Initial Public Offering) (the “Lock-Up Period”); provided that (A) the foregoing shall not apply to any Common Shares that are consistent offered for sale as part of the underwritten public equity offering, (B) such Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) such Lock-Up Period shall be subject to customary exceptions and not commence unless the Company notifies the Holders in writing prior to the commencement of the Lock-Up Period; provided further, that nothing herein shall prevent any Holder that is a partnership or corporation from making a distribution of Registrable Shares to the partners or stockholders thereof or a Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the foregoing provisions applicable securities laws. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public offering of equity securities shall be third-party beneficiaries of this Section 6(a) and are necessary to give further effect thereto5(d). Any discretionary waiver or termination of the requirements under the foregoing provisions of this Section 5(d) made by Parent or the applicable managing underwriter(s) underwriters in connection with an underwritten offering shall apply to each Holder of Registrable Securities proposed subject to be sold in such offering this Section 5(d) on a pro rata basis. Without limiting basis in accordance with the foregoing Proportionate Percentages (but subject assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to Section 13(a))such offering, except, if after (i) a Principal Stockholder has the date hereof Parent grants any Person right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (other than a Holder of Registrable Securitiesii) any rights the Selected Underwriter has been selected pursuant to demand or participate in a registration, Parent such request and (iii) agrees that it shall include in such Person’s agreement (A) a covenant consistent with pro rata waiver or termination of requirements would not be commercially reasonable and (B) that the foregoing proposed waiver or termination of requirements is as close to pro rata as would be commercially feasible. The provisions of this Section 6(a).5(d) will no longer apply to a Holder if

Holders of Registrable Securities. Each Initiating Holder who “beneficially owns” (as such term is defined under and Participating Holder, and each other Holder of Registrable Securities that holds determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5%) or beneficially owns at least 2% more of the outstanding INSW Common Stock or who is an Affiliate of the Company agrees with the Company that in connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering for its own account, and upon written request from the managing underwriter(s) for such offering, such Holder shall notnot effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, without or any securities convertible into or exchangeable or exercisable for such securities during the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty the ninety (6090) days after day period beginning on the date of pricing of such offeringeach Underwritten Offering or other underwritten public offering of equity securities of the Company (the “Lock-Up Period”), effect except as part of such Underwritten Offering or other underwritten public offering of equity securities of the Company unless (i) the Company otherwise agrees by written consent, (ii) the underwriters managing such Underwritten Offering or other underwritten public offering of equity securities of the Company otherwise agree by written consent and (iii) such Lock-Up Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided that notwithstanding the foregoing any public sale such Holder that is a partnership or distribution corporation may make distributions of any Similar Registrable Securities to those being registeredthe partners or stockholders thereof or transfers of Registrable Securities to Affiliates that are otherwise in compliance with applicable securities laws, including any sale under Rule 144so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a). Each such Holder agrees with the Company to execute a lock-up agreement in favor of the Company’s underwriters managing such Underwritten Offering or other underwritten public offering of equity securities of the Company to such effect and that such underwriters shall be third party beneficiaries of this Section 4(a). The foregoing provisions of this Section 6(a4(a) shall not will no longer apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of once such Holder ceases to hold Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder In connection with an underwritten public offering of Registrable Securities that holds or beneficially owns at least 2% equity securities of the outstanding Common Stock agrees that in connection with Company, or any underwritten Demand Registration of Common Stocksecurities convertible into or exchangeable or exercisable for such securities, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering the Company for its own account, and upon written request from the managing underwriter(s) for such offering, such account or on behalf of any Holder shall not, without the prior written consent of such managing underwriter(sor Other Holders (including pursuant to any Shelf Takedown), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for underwriters in connection with such underwritten offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least no Holder who is a Management Holder or who beneficially owns 5% or more of the outstanding Common Stock is subject Shares shall effect any sale or distribution (including sales pursuant to Rule 144) of equity securities of the same restrictions if requested Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the underwriters managing the underwritten public equity offering by the managing underwriter(s) for such offering. Each Holder Company during a period beginning up to seven days prior to and ending up to 90 days from and including the date of Registrable Securities agrees to execute and deliver such other agreements pricing as may be reasonably requested by the underwriters managing underwriter(sthe underwritten public equity offering (including pursuant to any Shelf Takedown) (or 180 days in the case of the Initial Public Offering) (the “Lock-Up Period”); provided that (A) the foregoing shall not apply to any Common Shares that are consistent offered for sale as part of the underwritten public equity offering, (B) such Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) such Lock-Up Period shall be subject to customary exceptions and not commence unless the Company notifies the Holders in writing prior to the commencement of the Lock-Up Period; provided further, that nothing herein shall prevent any Holder that is a partnership or corporation from making a distribution of Registrable Shares to the partners or stockholders thereof or a Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the foregoing provisions applicable securities laws. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public offering of equity securities shall be third- party beneficiaries of this Section 6(a) and are necessary to give further effect thereto5(d). Any discretionary waiver or termination of the requirements under the foregoing provisions of this Section 5(d) made by Parent or the applicable managing underwriter(s) underwriters in connection with an underwritten offering shall apply to each Holder of Registrable Securities proposed subject to be sold in such offering this Section 5(d) on a pro rata basis. Without limiting basis in accordance with the foregoing Proportionate Percentages (but subject assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to Section 13(a))such offering, except, if after (i) a Principal Stockholder has the date hereof Parent grants any Person right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (other than a Holder of Registrable Securitiesii) any rights the Selected Underwriter has been selected pursuant to demand or participate in a registration, Parent such request and (iii) agrees that it shall include in such Person’s agreement (A) a covenant consistent with pro rata waiver or termination of requirements would not be commercially reasonable and (B) that the foregoing proposed waiver or termination of requirements is as close to pro rata as would be commercially feasible. The provisions of this Section 6(a)5(d) will no longer apply to a Holder if (x) such Holder ceases to hold any Registrable Shares or (y) such Holder beneficially owns less than 5% of the outstanding Common Shares or ceases to be a Management Holder, as applicable.

Holders of Registrable Securities. Each Initiating In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company, no Holder who “beneficially owns” (as such term is defined under and Participating Holder, and each other Holder of Registrable Securities that holds determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5%) or beneficially owns at least 2% more of the outstanding Common Stock agrees that in connection with any underwritten Demand Registration shares of Class A-2 Common Stock, Underwritten Shelf Takedown or a registered underwritten offering of Class A Common Stock by Parent in and Class B Common Stock (taken together as a primary offering for its own accountsingle class as-if converted to Class A common stock) shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, and upon written request from the managing underwriter(s) or any securities convertible into or exchangeable or exercisable for such offering, such Holder shall notsecurities, without the prior written consent of such managing underwriter(s)from the Company, during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the 90-day period beginning on the date of pricing of such offeringShelf Takedown (the “Takedown Lock-Up Period”), effect except as part of the Shelf Takedown, and (i) unless the underwriters managing the Shelf Takedown or other underwritten public equity offering by the Company otherwise agree by written consent and (ii) only if such Takedown Lock-Up Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided that nothing herein will prevent any public sale Holder that is a partnership or corporation from making a distribution of any Similar Registrable Securities to those being registeredthe partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, including so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a). Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any sale under Rule 144event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The foregoing provisions of this Section 6(a4(a) shall not will no longer apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of once such Holder ceases to hold Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. Each Initiating In connection with any Underwritten Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if requested by the managing underwriter for such offering, each Holder and Participating Holder, and each other Holder of Registrable Securities that holds who Beneficially Owns 5% or beneficially owns at least 2% more of the outstanding Common Stock and any other Holder participating in such offering agrees that in connection to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with any underwritten Demand Registration of Common Stock, respect to such securities as are proposed to be offered pursuant to the Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering for its own account, and upon written request from the managing underwriter(spublic equity offering) or any securities convertible into or exchangeable or exercisable for such offering, such Holder shall notsecurities, without the prior written consent from the Company, during a period specified by the managing underwriter not to exceed seven days prior to and not to exceed 90 days following the date of pricing of such Underwritten Shelf Takedown (subject 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 “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors and executive (a) any Holder that is a partnership, limited liability company, corporation, trust or similar Person from making a distribution of Registrable Securities to its partners, members, stockholders, beneficiaries or similar Persons, (b) the transfer by a Holder that is an investment advisor managing underwriter(sa separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2(a), during (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period as is reasonably of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter(s) (which period underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Underwritten Shelf Takedown shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing third party beneficiaries of such offeringthis Section 2(a), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a2(a) shall not will no longer apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of once such Holder ceases to hold Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that in In connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered other underwritten public offering of Common Stock equity securities by Parent in the Company (a primary offering for its own account, and upon written request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s“Company Underwritten Offering”), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) underwriter for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least Holder who Beneficially Owns 5% or more of the outstanding shares of Common Stock is on a fully diluted basis and any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown or underwritten public equity offering (subject 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 “Lock-Up Period”); provided, that the Holders shall not be subject to the same restrictions provisions hereof unless the Company’s directors, officers, holders who Beneficially Own 5% or more of the outstanding shares of Common Stock on a fully diluted basis and any other holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent any transfers from one Person to another Person within the Holder group, so long as no member of the Holder Group would be required to disclose such transfer to the SEC prior to the end of the Lock-Up Period. If requested by the managing underwriter(s) for such offering. Each underwriter, each Holder of Registrable Securities agrees to execute and deliver a lock-up agreement in favor of the Company’s underwriters to such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing effect. The provisions of this Section 6(a4(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall will no longer apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of once such Holder ceases to hold Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. Each Initiating If requested by the lead managing underwriter, each Holder who “beneficially owns” (as such term is defined under and Participating Holder, and each other Holder of Registrable Securities that holds determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5.0%) or beneficially owns at least 2% more of the issued and outstanding Common Stock agrees that of the Company and each Holder including Registrable Securities in connection with any underwritten Underwritten Demand Registration of Common StockOffering, Underwritten Shelf Takedown or a registered underwritten offering Piggyback Offering shall not effect any public sale or distribution (including sales pursuant to Rule 144) of Common Stock by Parent in a primary offering for its own accountequity securities of the Company, and upon written request from the managing underwriter(s) or any securities convertible into or exchangeable or exercisable for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s)securities, during such period as is reasonably requested by (i) with respect to any Underwritten Demand Offering, Underwritten Shelf Takedown or Piggyback Offering in which Registrable Securities are included, the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty the ninety (6090)-day period beginning on the effective date of such registration, and (ii) upon notice from the Company of the commencement of a distribution in connection with any Underwritten Offering (including, but not limited to, any distribution in connection with any Shelf Registration) by or on behalf of the Company, the seven (7) days after prior to and the pricing ninety (90)-day period beginning on the date of commencement of such offeringdistribution (in the case of (i) and (ii), effect the “Lock-Up Period”), in each case except as part of such Underwritten Offering, and in each case unless the underwriters managing such Underwritten Offering otherwise agree; provided, however, that if any public sale other Holder of Registrable Securities of the Company shall be subject to a shorter period or receives more advantageous terms relating to the Lock-Up Period, then the Lock-Up Period shall be such shorter period and also on such more advantageous terms and notwithstanding the foregoing, the Holders shall not be subject to the provisions hereof unless all of the Company’s directors and officers have signed lock-up agreements with the managing underwriters. The restrictions set forth in this Section 3(a) shall not be applicable to Transfers by Holders to Affiliates who agree to be bound by the provisions hereof, Transfers related to securities owned by Holders as a result of open market purchases made following the closing of the applicable offerings, and other Transfers to which the underwriters managing such Underwritten Offering agree; provided, however, that nothing herein shall prevent a Holder that is a partnership or corporation from making a distribution of any Similar Registrable Securities to those being registeredthe partners or shareholders thereof that is otherwise in compliance with applicable securities laws, including any sale under Rule 144so long as such distributees agree to be bound by the terms hereof. The foregoing provisions of this Section 6(a3(a) shall not will no longer apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of once such Holder ceases to hold Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that in In connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered underwritten public offering of Common Stock by Parent in equity securities of the Company (an “Underwritten Offering”) as to which the Holder is included as a primary offering for its own accountselling holder, and upon written request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably if requested by the managing underwriter(s) Underwriter for such Underwritten Offering, the Holder agrees to enter into a lock-up agreement, in addition to any other lock-up agreement then in effect with respect to Registrable Securities, containing customary restrictions on transfers of equity securities of the Company (which except with respect to such securities as are proposed to be offered pursuant to the Underwritten Offering), or any securities convertible into or exchangeable or exercisable for such securities, for a period shall in no event be longer not greater than seven (7) days prior to and sixty ninety (6090) days after the date of pricing of such offeringUnderwritten Offering (subject 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 “Lock-Up Period”); provided, effect that the Holder shall not be subject to the provisions hereof unless the Company’s directors, officers, and any public sale other Persons participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing Underwriter and if any such Person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an Underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) the Holder, to the extent that it is a partnership, limited liability company or corporation, from making a distribution of any Similar Registrable Securities to those being registeredthe partners, including members or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.4, (ii) the exercise, exchange or conversion of any sale under Rule 144security exercisable or exchangeable for, or convertible into, Common Stock; provided, that the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2.4. The foregoing provisions of this Section 6(a) shall not 2.4 will no longer apply to offers or sales of Registrable Securities that are included in an offering pursuant the Holder once such Person ceases to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of hold Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. (i) Each Initiating Holder Stockholder shall agree that, upon receipt of any notice from the Company (A) of the need for an amendment or supplement to the Registration Statement or the prospectus forming a part thereof, (B) that the board of directors of the Company has determined in good faith that offers and Participating Holdersales pursuant to the prospectus forming part of the Registration Statement should not be made by reason of the presence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in the Registration Statement would be premature or would have a material adverse effect, and each other Holder or (C) in connection with a primary underwritten offering of equity securities of the Company, Stockholder will forthwith discontinue disposition of Registrable Securities that holds or beneficially owns at least 2% pursuant to the Registration Statement contemplated by Section 1(a) until its receipt of copies of the outstanding Common Stock agrees supplemented or amended prospectus from the Company or confirmation of the filing of such report with the SEC by the Company, any such prospectus to be forwarded promptly to the Stockholder by the Company, and, if so directed by the Company, each Stockholder shall deliver to the Company all copies, other than permanent file copies then in such Stockholder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice; provided, however, that the Company, may suspend the disposition of Registrable Securities pursuant to the Registration Statement pursuant to clause (ii) above not more than one time (not to exceed 30 days) during any three month period, nor more than three times (not to exceed 30 days each) in any twelve-month period. (ii) As a condition to the inclusion of its Registrable Securities, each Stockholder shall furnish to the Company such information regarding such Stockholder and the distribution proposed by such Stockholder as the Company may reasonably request in writing or as shall be required in connection with any underwritten Demand Registration of Common Stockregistration, Underwritten Shelf Takedown qualification or a registered underwritten offering of Common Stock by Parent compliance referred to in a primary offering for its own account, and upon written request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a)1.

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that in In connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered other underwritten public offering of Common Stock equity securities by Parent in the Company (a primary offering for its own account, and upon written request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s“Company Underwritten Offering”), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than seven (7) days prior to and sixty (60) days after the pricing of such offering), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that Parent, the directors and executive officers of Parent, and each selling stockholder included in such offering are subject to the same restrictions if requested by the managing underwriter(s) underwriter for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least Holder who Beneficially Owns 5% or more of the outstanding Common Stock is Securities and any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Underwritten Shelf Takedown or underwritten public equity offering) or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during a period specified by the managing underwriter not to exceed seven days prior to and not to exceed 90 days following the date of pricing of such Underwritten Shelf Takedown (subject 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 “Lock-Up Period”); provided, that the Holders shall not be subject to the same restrictions if provisions hereof unless the Company’s directors and executive officers shall have signed, and Holders who Beneficially Own 5% or more of the outstanding Securities and any other Holders participating in such offering shall have been requested by the managing underwriter(sunderwriter to sign lock-up agreements containing substantially similar terms and if any such (a) for such offering. Each any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities agrees to execute the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and deliver such other agreements as may be reasonably the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter(s) underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that are consistent with the foregoing Company’s underwriters in any relevant Underwritten Shelf Takedown shall be third party beneficiaries of this Section 2(a). The provisions of this Section 6(a2(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall will no longer apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of once such Holder ceases to hold Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).