Common use of Holders of Registrable Securities Clause in Contracts

Holders of Registrable Securities. Each Holder of Registrable Securities that holds or beneficially owns at least 5% of the outstanding Common Shares agrees that in connection with any registered underwritten offering of Common Shares, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three days prior to and 90 days after the pricing of such offering), provided, that such restriction shall not apply in any circumstance to (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s). 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 Sections 2, 3, or 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 the Company, the directors and executive officers of the Company, each selling shareholder included in such offering and each other Person holding or beneficially owning at least 5% of the outstanding Common Shares are subject to the same restrictions. 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.

Holders of Registrable Securities. Each and every Holder of Registrable Securities that holds or beneficially owns at least 5% of the outstanding Common Shares agrees that in connection shall enter into lock-up agreements with any registered underwritten offering of Common Shares, and upon request from the managing underwriter(s) for of an underwritten Public Offering providing that, unless the underwriters managing such offeringunderwritten Public Offering otherwise agree in writing, subject to customary exceptions such Holder shall notnot (i) offer, without sell, contract to sell, pledge or otherwise dispose 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”), (ii) enter into a transaction which would have the same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities, whether such transaction is to be settled by delivery of such managing underwriter(sSecurities, in cash or otherwise (each of (i), Transfer (ii) and (iii) above, a “Sale Transaction”), or (iv) publicly disclose the intention to enter into any Registrable Securities during Sale Transaction, commencing on the earlier of the date on which the Company gives notice to the Holders that a preliminary prospectus has been circulated for such Public Offering or the “pricing” of such offering and continuing to the date that is ninety (90) days following the date of the final prospectus for such Public Offering (or such shorter period as that is reasonably requested required by the managing underwriter(s)) (which period shall in no event be longer than three days prior to and 90 days after the pricing of such offering“Holdback Period”), provided, that such restriction shall not apply in any circumstance to (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s). 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 Sections 2, 3, or 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 the Company, the directors and executive officers of the Company, each selling shareholder included in such offering and each other Person holding or beneficially owning at least 5% of the outstanding Common Shares are subject to the same restrictions. 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.

Holders of Registrable Securities. Each Holder holder of Registrable Securities that holds shall not effect any public sale or beneficially owns at least 5% distribution (including sales pursuant to Rule 144) of equity securities of the outstanding Common Shares agrees Company, or any securities convertible into or exchangeable or exercisable for such securities, during (i) with respect to any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities of such holder are included in such registration, the seven days prior to and the 90 day period beginning on the effective date of such registration, provided, however, that (x) the Company and the managing underwriter may not discriminate among the holders with respect to any holdback arrangement pursuant to this Section 3 and (y) all officers and directors of the Company are bound by and have entered into similar agreements to the extent required by the managing underwriter(s), and (ii) upon notice from the Company of the commencement of an underwritten distribution in connection with any registered underwritten offering Shelf Registration in which Registrable Securities of Common Sharessuch holder are included in such distribution, the seven days prior to and upon request from the 90 day period beginning on the date of commencement of such distribution, provided, however, that (x) the Company and the managing underwriter(sunderwriter may not discriminate among the holders with respect to any holdback arrangement pursuant to this Section 3 and (y) for such offering, such Holder shall not, without all officers and directors of the prior written consent of such Company are bound by and have entered into similar agreements to the extent required by the managing underwriter(s), Transfer any in each case except as part of such underwritten registration or distribution, and in each case unless the underwriters managing the public offering otherwise agree. Each holder of Registrable Securities during whose Registrable Securities are included as part of any such period as is reasonably requested by underwritten registration or distribution agrees to execute a customary lock-up agreement in favor of the managing underwriter(s) (which period shall Company’s underwriters to such effect and, in no event be longer than three days prior to and 90 days after the pricing of such offering), providedany event, that such restriction shall not apply the Company’s underwriters in any circumstance to (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to relevant offering shall be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s). The foregoing provisions third party beneficiaries of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Sections 2, 3, or 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 the Company, the directors and executive officers of the Company, each selling shareholder included in such offering and each other Person holding or beneficially owning at least 5% of the outstanding Common Shares are subject to the same restrictions. 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 thereto3(a).

Holders of Registrable Securities. Each Holder of Registrable Securities that holds or beneficially owns at least 5% of the outstanding Common Shares agrees that in connection with any registered underwritten offering of Common Shares, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), Transfer any Registrable Securities during such period as is reasonably If requested by the managing underwriter(s), each Holder participating in an underwritten Public Offering shall enter into customary lock-up agreements, substantially consistent with the lock-up agreements entered into by such Holders in connection with the IPO, with the managing underwriter(s) (which period shall in no event be longer than three days prior to and 90 days after the pricing of such offering), provided, that such restriction shall Public Offering. Each Holder not apply in any circumstance to (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s). 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 Sections 2, 3, or 5 of this Agreement and agrees to be bound by the terms of such customary lock-up agreement entered into by the participating Holders in connection therewith as if such Holder had been a party thereto; provided that, notwithstanding the terms of the customary lock-up agreement entered into by the participating Holders, non-participating Holders shall not be applicable prohibited from (i) 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 Holders expiration of Registrable Securities only if, for so long as 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 extent that the Company, the directors and executive officers expiration of the Company, each selling shareholder included lock-up period set forth in such offering and each other Person holding agreements) or beneficially owning at least 5% (ii) making sales pursuant to a Plan that exists on the date of the outstanding Common customary lock-up agreement entered into by the participating Holders. The Company may impose stop-transfer instructions with respect to the Shares are (or other securities) subject to the same restrictions. Each Holder restrictions set forth in this Section 4(a) until the end of Registrable Securities agrees to execute and deliver the lock-up period set forth in such other agreements agreements, including any extension thereof as may be reasonably requested by the managing underwriter(s) that are consistent required to comply with the foregoing provisions of this Section 6(a) and are necessary to give further effect theretoFINRA Rule 2711(f)(4).

Holders of Registrable Securities. Each Holder of Registrable Securities that holds or beneficially owns at least 510% of the outstanding Common Shares Stock agrees that in connection with any registered underwritten offering of Common SharesStock, and upon request from the managing underwriter(s) for such that offering, such that Holder shall not, without the prior written consent of such that managing underwriter(s), Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and 90 ninety (90) days after the pricing of such offering), provided, that such restriction shall not apply in Transfer any circumstance to (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s)Registrable Securities. The foregoing provisions of restrictions on Transfers in this Section 6(a5(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Sections 2, 3, 3 or 5 4 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that the Company, the directors and executive officers Executive Officers of the Company, each selling shareholder stockholder included in such offering and each other Person holding or beneficially owning at least 510% of the outstanding Common Shares Stock are subject to the same restrictions. 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(a5(a) and are necessary to give further effect theretoto those provisions. If the Company releases any Holder of Registration Securities from such a holdback agreement, it shall similarly release all other Holders of Registrable Securities on a pro rata basis. Notwithstanding anything to the contrary in this Section 5(a), no Holder shall be subject to a holdback arrangement in excess of 180 days in any calendar year due to the registration of any Registrable Securities pursuant to Section 3.

Holders of Registrable Securities. Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 52% of the outstanding Common Shares agrees that in connection with any underwritten Demand Registration, Underwritten Shelf Takedown or a registered underwritten offering of Common SharesShares 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), Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three seven (7) days prior to and 90 sixty (60) days after the pricing of such offering), providedeffect any public sale or distribution of any Similar Securities to those being registered, that such restriction shall not apply in including any circumstance to (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s)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 Sections 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 the CompanyParent, the directors and executive officers of the CompanyParent, and each selling shareholder 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 Person holding or beneficially owning holder of at least 5% of the outstanding Common Shares are is subject to the same restrictionsrestrictions 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 If requested by the Company or the managing underwriter(s), each Holder of Registrable Securities that holds or beneficially owns at least 5% of the outstanding Common Shares agrees that participating in connection an underwritten Public Offering shall enter into customary lock-up agreements with any registered underwritten offering of Common Shares, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(s) Public Offering. Each Holder (which period shall in no event be longer other than three days prior to and 90 days after the pricing of such offering), provided, that such restriction shall not apply in any circumstance to (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Controlling Holder) and such managing underwriter(s). The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included participating in an offering pursuant to Sections 2, 3, or 5 of this Agreement and agrees to be bound by the terms of the customary lock-up agreement entered into by the participating Holders in connection therewith as if such Holder had been a party thereto; provided that, notwithstanding the terms of the customary lock-up agreement entered into by the participating Holders, non-participating Holders shall not be applicable prohibited from (i) 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 Holders expiration of Registrable Securities only if, for so long as 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 extent that the Company, the directors and executive officers expiration of the Company, each selling shareholder included lock-up period set forth in such agreements) or (ii) in connection with an offering and each other Person holding or beneficially owning at least 5% than an IPO, making sales pursuant to a Plan that exists on the date of the outstanding Common customary lock-up agreement entered into by the participating Holders. The Company may impose stop-transfer instructions with respect to the Shares are (or other securities) subject to the same restrictions. Each Holder restrictions set forth in this Section 4(a) until the end of Registrable Securities agrees to execute and deliver the lock-up period set forth in such other agreements agreements, including any extension thereof as may be reasonably requested by the managing underwriter(s) that are consistent required to comply with the foregoing provisions of this Section 6(a) and are necessary to give further effect theretoFINRA Rule 2711(f)(4).

Holders of Registrable Securities. Each If requested by the Company or the managing underwriter(s), each Holder of Registrable Securities that holds or beneficially owns at least 5% of the outstanding Common Shares agrees that participating in connection an underwritten Public Offering shall enter into customary lock-up agreements with any registered underwritten offering of Common Shares, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three days prior to and 90 days after the pricing of such offering), provided, that such restriction shall Public Offering. Each Holder not apply in any circumstance to (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s). 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 Sections 2, 3, or 5 of this Agreement agrees to be bound by the terms of the customary lock-up agreement entered into by the participating Holders in connection therewith as if such Holder had been a party thereto; provided that, notwithstanding the terms of the customary lock-up agreement entered into by the participating Holders, non-participating Holders shall not be prohibited from (i) 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 shall 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) or (ii) in connection with an offering other than an IPO, making sales pursuant to a Plan that exists on the date of the customary lock-up agreement entered into by the participating Holders. The Company may impose stop-transfer instructions with respect to the Shares (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the lock-up period set forth in such agreements, including any extension thereof as may be required to comply with FINRA Rule 2711(f)(4), to the extent then applicable to the Holders of Registrable Securities only if, for so long as and to the extent that the Company, the directors and executive officers of the Company, each selling shareholder included in such offering and each other Person holding or beneficially owning at least 5% of the outstanding Common Shares are subject to the same restrictions. 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.

Holders of Registrable Securities. Each Holder of Registrable Securities that holds or beneficially owns Beneficially Owns at least five percent (5% %) of the outstanding Common Shares Stock agrees that in connection with any registered underwritten offering Underwritten Offering of Common SharesStock, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and 90 ninety (90) days after the pricing of such offering), provided, that such restriction shall not apply in Transfer any circumstance to Registrable Securities (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions to as may be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holdermanaging underwriter(s) and such managing underwriter(sthe Holders). The foregoing provisions of this Section 6(a8(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Sections 2Section 4, 3Section 5, or 5 Section 6, and Section 7 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that the Company, the directors and executive officers of the Company, Company and each selling shareholder included in such offering and each other Person holding or beneficially owning at least 5% of the outstanding Common Shares are subject to the same restrictions. 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(a8(a) and are necessary to give further effect thereto.

Holders of Registrable Securities. Each Holder of Registrable Securities that holds or beneficially owns at least 510% of the outstanding Common Shares Stock agrees that in connection with any registered underwritten offering of Common SharesStock, and upon request from the managing underwriter(s) for such that offering, such Holder that Xxxxxx shall not, without the prior written consent of such that managing underwriter(s), Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and 90 ninety (90) days after the pricing of such offering), provided, that such restriction shall not apply in Transfer any circumstance to (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s)Registrable Securities. The foregoing provisions of restrictions on Transfers in this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Sections 2, 33 , 4 or 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 the Company, all the directors and executive officers Executive Officers of the Company, each selling shareholder stockholder included in such offering and each other Person holding or beneficially owning at least 510% of the outstanding Common Shares Stock are subject to the same restrictions. 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 theretoto those provisions. If the Company releases any Holder of Registration Securities from such a holdback agreement, it shall similarly release all other Holders of Registrable Securities on a pro rata basis. Notwithstanding anything to the contrary in this Section 6(a), no Holder shall be subject to a holdback arrangement in excess of 180 days in any calendar year due to the registration of any Registrable Securities pursuant to Section 3.

Holders of Registrable Securities. Each Holder of Registrable Securities that holds or beneficially owns at least 515% of the outstanding Common Shares Stock agrees that in connection with any registered underwritten offering of Common SharesStock, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and 90 ninety (90) days after the pricing of such offering), provided, that such restriction shall not apply in Transfer any circumstance to (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s)Registrable Securities. 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 Sections 2, 3, 4 or 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 the Company, the directors and executive officers of the Company, each selling shareholder stockholder included in such offering and each other Person holding or beneficially owning at least 515% of the outstanding Common Shares Stock are subject to the same restrictions. 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.

Holders of Registrable Securities. Each Holder of Registrable Securities participating in any Public Offering pursuant to Section 8.2 shall take all such actions and execute all such documents and instruments that holds or beneficially owns at least 5% of the outstanding Common Shares agrees that in connection with any registered underwritten offering of Common Shares, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), Transfer any Registrable Securities during such period as is are reasonably requested by the managing underwriter(sCompany to effect the sale of their Shares in such Public Offering, including, without limitation, furnishing to the Company such information (including without limitation information regarding the distribution of such securities) as the Company may from time to time reasonably request in writing, being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection with such Public Offering and being liable in respect of the representations and warranties by, and the other agreements (which period shall in no event be longer than three days prior including customary selling stockholder indemnifications and "lock-up" agreements) on the part of, the Company and any other selling shareholders to and 90 days after for the pricing benefit of the underwriters in such offering), underwriting agreement; provided, however, that such restriction shall not apply in any circumstance to (i) securities acquired by a Holder with respect to individual -26- Omega Holdings, Inc. Stockholders Agreement -------------------------------------------------------------------------------- representations, warranties and agreements of sellers of Shares in such Public Offering, the public market, aggregate amount of such liability shall not exceed such holder's net proceeds from such offering and (ii) distributions-in-kind with respect to a Holder’s limited or all other partnersrepresentations, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject to such restriction warranties and (iv) such other reasonable and customary exceptions to be agreed by the Capital Parties (or, if no Capital Party is participating agreements of sellers of shares in such offeringPublic Offering, the applicable Holder) and aggregate amount of such managing underwriter(s). The foregoing provisions of this Section 6(a) liability shall not apply to offers or sales exceed such holder's pro rata portion of Registrable Securities that are any such liability, in accordance with such holder's portion of the total number of Shares included in an offering pursuant to Sections 2, 3, or 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 the Company, the directors and executive officers of the Company, each selling shareholder included in such offering and each other Person holding or beneficially owning at least 5% of the outstanding Common Shares are subject to the same restrictions. 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 theretooffering.

Holders of Registrable Securities. Each Holder A Person shall be a holder of Registrable Securities (each, a "Holder") whenever such Person is a member of a Group (or a Person that holds has acquired Registrable Securities, directly or beneficially owns at least 5% indirectly, from a member of a Group in accordance with the outstanding Common Shares agrees that in connection with any registered underwritten offering of Common Sharesterms hereof (such Person, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(sa "Permitted Transferee")), Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three days prior to and 90 days after the pricing of such offering), provided, that such restriction shall not apply in any circumstance to (i) securities acquired by a Holder in the public market, owns of record Registrable Securities and (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed agrees in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed bound by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s). The foregoing provisions terms of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Sections 2, 3, or 5 of this Agreement and shall be Article V applicable to the Holders Group in which such Person is a member or of which such Person is a transferee. For purposes of this Agreement, a Holder shall be entitled to assign its rights hereunder to a Permitted Transferee and such Permitted Transferee shall acquire such rights only if such Permitted Transferee shall have acquired one million (1,000,000) or more Registrable Securities only ifpursuant to one (1) or more transfers made in accordance with the terms and conditions set forth in this Agreement (including, without limitation, pursuant to Section 4.6(d)) and, for so long as and the avoidance of doubt, shall include any Person who shall have acquired one million (1,000,000) or more Registrable Securities following the Standstill Expiration Date pursuant to the extent any privately negotiated purchase; provided, however, that the Company, the directors and executive officers of the Company, each selling shareholder included in such offering and each other Person holding or beneficially owning at least 5% of the outstanding Common Shares are subject rights transferred to the same restrictions. Each Holder of Registrable Securities agrees any Permitted Transferee shall not include rights pursuant 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 thereto5.3.2(b)(second).

Holders of Registrable Securities. Each In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company, no Holder of Registrable Securities that holds who “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5%) or beneficially owns at least 5% more of the outstanding shares of New Common Shares agrees that in connection with Stock shall effect any registered underwritten offering public sale or distribution (including sales pursuant to Rule 144) of Common Sharesequity securities of the Company, and upon 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, Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(sseven (7) (which period shall in no event be longer than three days prior to and 90 days after the 90-day period beginning on the date of pricing of such offeringShelf Takedown (the “Lock-Up Period”), providedexcept as part of the Shelf Takedown, that such restriction shall not apply in any circumstance to and (i) securities acquired unless the underwriters managing the Shelf Takedown or other underwritten public equity offering by a Holder in the public market, Company otherwise agree by written consent and (ii) distributionsonly if such Lock-in-kind 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 Holder that is a Holder’s limited partnership or other partners, members, shareholders corporation from making a distribution of Registrable Securities to the partners or other equity holders, (iii) Transfers by stockholders thereof or a Holder transfer to an Affiliate thereof that has agreed is otherwise in writing compliance with the applicable securities laws, so long as such distributees or transferees agree to be subject 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 restriction and (iv) such other reasonable and customary exceptions to effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(sthird 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 a Holder once such Holder ceases to hold Registrable Securities that are included in an offering pursuant to Sections 2, 3, or 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 the Company, the directors and executive officers of the Company, each selling shareholder included in such offering and each other Person holding or beneficially owning at least 5% of the outstanding Common Shares are subject to the same restrictions. 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 theretoSecurities.

Holders of Registrable Securities. Each Investor Holder of Registrable Securities that holds or beneficially owns at least 5% of the outstanding Common Shares agrees that in connection with any registered underwritten offering of Class A Common SharesStock for the account of the Company or any other Investor Holder(s), and upon request from the managing underwriter(s) for such offering, such Investor Holder shall not, without the prior written consent of such managing underwriter(s), Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three ten (10) days prior to and 90 ninety (90) days after the pricing launch of such offeringoffering (such period, the “Holdback Period”)), provided, that such restriction shall not apply in Transfer any circumstance to (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s)Registrable Securities. The foregoing provisions of this Section 6(a5(a) shall not apply to (i) offers or sales of Registrable Securities that are included in an offering such underwritten offering, (ii) a Transfer of Registrable Securities pursuant to Sections 2the terms of an agreement, 3contract, security or other instrument entered into or issued by an Investor Holder prior to the Holdback Period; provided that the Company and the managing underwriter(s) for such offering have received a copy of such agreement, contract, security or other instrument at least ten (10) days prior to the launch of such offering, and such agreement, contract, security or other instrument is described in, or 5 included as an exhibit to, the corresponding Registration Statement as and to the extent appropriate or (iii) a pledge of this Agreement Registrable Securities to secure a loan, and shall in each case be applicable to the Holders of Registrable Securities Investor Holder only if, for so long as and to the extent that the Company, the directors and executive officers of the Company, Company and each selling shareholder stockholder included in such offering and each other Person holding or beneficially owning at least 5% of the outstanding Common Shares are subject to the same restrictions. Each Investor Holder of Registrable Securities agrees to execute and deliver such other customary agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 6(a5(a) and are necessary to give further effect thereto. For the avoidance of doubt, none of the restrictions set forth in this Section 5(a) shall apply to a conversion or exchange of any Class B Common Units or Preferred Units in accordance with their respective terms (it being understood that such restrictions shall apply with respect to the underlying shares of Class A Common Stock that may be issued upon such conversion or exchange).

Holders of Registrable Securities. Each Holder A Person shall be a holder of Registrable Securities (each, a “Holder”) whenever such Person is a member of a Group (or a Person that holds has acquired Registrable Securities, directly or beneficially owns at least 5% indirectly, from a member of a Group in accordance with the outstanding Common Shares agrees that in connection with any registered underwritten offering of Common Sharesterms hereof (such Person, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(sa “Permitted Transferee”)), Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three days prior to and 90 days after the pricing of such offering), provided, that such restriction shall not apply in any circumstance to (i) securities acquired by a Holder in the public market, owns of record Registrable Securities and (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed agrees in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed bound by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s). The foregoing provisions terms of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Sections 2, 3, or 5 of this Agreement and shall be Article V applicable to the Holders Group in which such Person is a member or of which such Person is a transferee. For purposes of this Agreement, a Holder shall be entitled to assign its rights hereunder to a Permitted Transferee and such Permitted Transferee shall acquire such rights only if such Permitted Transferee shall have acquired one million (1,000,000) or more Registrable Securities only ifpursuant to one (1) or more transfers made in accordance with the terms and conditions set forth in this Agreement (including, without limitation, pursuant to Section 4.6(d)) and, for so long as and the avoidance of doubt, shall include any Person who shall have acquired one million (1,000,000) or more Registrable Securities following the Standstill Expiration Date pursuant to the extent any privately negotiated purchase; provided, however, that the Company, the directors and executive officers of the Company, each selling shareholder included in such offering and each other Person holding or beneficially owning at least 5% of the outstanding Common Shares are subject rights transferred to the same restrictions. Each Holder of Registrable Securities agrees any Permitted Transferee shall not include rights pursuant 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 thereto5.3.2(b)(second).

Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless Issuer, its general partner, the directors, officers and agents of Registrable Securities that holds Issuer and its general partner, each other Selling Holder and each Person, if any, who controls Issuer or beneficially owns at least 5% such other Selling Holder within the meaning of either Section 15 of the outstanding Common Shares agrees that Act or Section 20 of the Securities Exchange Act of 1934, as amended, to the same extent as the foregoing indemnity from Issuer in connection with any registered underwritten offering of Common Shares, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(sSection 7(a), Transfer but only with respect to information furnished in writing by such Selling Holder or on such Selling Holder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three days prior to and 90 days after the pricing of such offering)Securities, or any amendment or supplement thereto, or any preliminary prospectus; provided, however, that such restriction Selling Holder shall not apply be liable for any amounts in excess of the net proceeds received by such Selling Holder for the sale of its Registrable Securities. In case any circumstance to (i) securities acquired by a action or proceeding shall be brought against Issuer, its general partner, the directors, officers or agents of Issuer or its general partner, or any such controlling Person, in respect of which indemnity may be sought against such Selling Holder in accordance with this Agreement, such Selling Holder shall have the public marketrights and duties given to Issuer, (ii) distributions-in-kind to a Holder’s limited or other partnersand Issuer, membersits general partner, shareholders or other equity holdersthe directors, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject officers and agents of Issuer and its general partner and such controlling Person shall have the rights and duties given to such restriction and (iv) such other reasonable and customary exceptions Selling Holder, pursuant to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(sSection 7(b). The foregoing provisions Each Selling Holder also agrees to indemnify and hold harmless underwriters of this Section 6(a) shall not apply to offers or sales of the Registrable Securities that are included in an offering pursuant to Sections 2Securities, 3, or 5 of this Agreement their officers and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that the Company, the directors and executive officers each Person who controls such underwriters on substantially the same basis as that of the Company, each selling shareholder included indemnification of Issuer provided in such offering and each other Person holding or beneficially owning at least 5% of the outstanding Common Shares are subject to the same restrictions. 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 theretoSection.

Holders of Registrable Securities. Each In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (for the avoidance of doubt, excluding any Underwritten Block Trade for the purpose of generating proceeds to repay the PIPE Financing or for the purpose of satisfying any collateral maintenance requirement pursuant to the PIPE Financing), subject to Section 7(c), no Holder of Registrable Securities that holds or beneficially owns at least more than 5% of the outstanding Common Shares agrees that in connection with equity securities of the Company, or any registered underwritten offering of Common Shares, and upon request from the managing underwriter(s) securities convertible into or exchangeable or exercisable for such offeringsecurities, shall Transfer any Restricted Shares (other than those Registrable Securities included in such Holder shall notregistration pursuant to this Agreement), without the prior written consent of such managing underwriter(s)the Company, Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three seven days prior to and 90 days after the 90-day period beginning on the date of pricing of such offeringShelf Takedown or other underwritten public offering (the “Lock-Up Period”), providedexcept in the event the underwriters managing the Shelf Takedown or other underwritten public equity offering by the Company otherwise agree by written consent or pursuant to a Transfer permitted by Section 7(c). Each such Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders) and, in any event, that such restriction shall not apply the Company’s underwriters in any circumstance to (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited relevant Shelf Takedown or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to underwritten public offering shall be subject to such restriction and (iv) such other reasonable and customary exceptions to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s). The foregoing provisions third party beneficiaries of this Section 6(a) 7(b); provided that each such Holder shall not apply only be required to offers or sales of Registrable Securities that are included in an offering pursuant to Sections 2, 3, or 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 the Company, execute such lock-up if the directors and executive officers of the Company, each selling shareholder included in such offering and each other Person holding or beneficially owning Company have executed a lock-up on terms at least 5% of the outstanding Common Shares are subject as restrictive with respect to the same restrictionsrelevant Shelf Takedown or other underwritten public 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 The provisions of this Section 6(a7(b) and are necessary will no longer apply to give further effect theretoa Holder once such Holder ceases to hold Registrable Securities or 5% or less of the equity securities of the Company.