Common use of Limitations on Sale or Distribution of Other Securities Clause in Contracts

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common Stock, or any other equity security of Splitco or any security convertible into or exchangeable or exercisable for any equity security of Splitco (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree); and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell any Splitco Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree).

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common StockEquity, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup an extension periods) period, which shall be no longer than 17 days, as may be reasonably requested by the managing underwriter to address FINRA regulations regarding the publishing of research, or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is (Ax) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equity Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant account, not to the exercise of piggyback rights under Section 2.2 hereof), it will not sell any Splitco Common Stock Equity (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup an extension periods) period, which shall be no longer than 17 days, as may be reasonably requested by the managing underwriter to address FINRA regulations regarding the publishing of research, or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree).

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering in which one or more Holders is selling Shares pursuant to a registration or offering effected pursuant to Section 2.12.1 (including any Shelf Underwriting pursuant to Section 2.1(e)), not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act144, any Splitco Common Stock, Shares or any other equity security of Splitco or any security convertible into or exchangeable or exercisable for any equity security of Splitco Share Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter underwriter, the Company or any executive officer or director of the Company shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 or Form S-8, or any successor or similar form which (x) is (A) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock EquivalentShare Equivalents), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering offering, and all directors and executive officers of the Company, to so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock Shares pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell to sell, transfer or otherwise dispose of, including any Splitco Common Stock sale pursuant to Rule 144, any Shares or Share Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter underwriter, the Company or any executive officer or director of the Company shall agree to. In the circumstances specified in this Section 2.7(a), provided, that (x) each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such shorter period shall apply to all Holders who are subject to such period form and (y) if a substance as the managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree)reasonably determine.

Limitations on Sale or Distribution of Other Securities. (a) Each director and officer listed as a signatory to this Agreement and each Holder agreesof 1% or more of the then-outstanding Common Stock and Common Stock Equivalents agrees (whether or not such Holder can participate in any such offering), (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 (including any Shelf Underwriting pursuant to Section 2.1(e)) or Section 2.2 (including any offering effected by the Company for its own account and any offering in which one or more Holders is selling Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act144, any Splitco Common Stock, Stock or any other equity security of Splitco or any security convertible into or exchangeable or exercisable for any equity security of Splitco Common Stock Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed the period from seven days prior to the pricing date of such offering until (A) ninety (90) days after the pricing date of the first such offering and (plus B) seventy-five (75) days after the pricing date of any required seventeen (17) day lockup extension periods) or subsequent such offering or, in each case, such shorter period as the managing underwriter underwriter, the Company or any executive officer or director of the Company shall agree to; provided that the time period may be longer than ninety (90) days or seventy-five (75) days, providedas applicable, that (x) such shorter period shall apply to if required by the managing underwriter, as long as all Holders who Holders, directors and officers are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ithe same lock-up), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so . The Company agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security 1% or any security convertible into more of the then-outstanding Common Stock and Common Stock Equivalents, purchased or exchangeable or exercisable for any equity security of Splitco purchased otherwise acquired from Splitco at any time the Company (other than in a public offering so offering) at any time after the date of this Agreement to agree); , and (ii) shall use its reasonable best efforts to the extent requested in writing by a managing underwriter cause each of any underwritten public offering effected by Splitco for its own account (including without limitation any offering in which one officers, directors and beneficial holders of 5% or more Holders is selling Splitco of the Common Stock to agree, not to sell, transfer or otherwise dispose of, including any sale pursuant to the exercise of piggyback rights under Section 2.2 hereof)Rule 144, it will not sell any Splitco Common Stock or Common Stock Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested by referred to in the managing underwriterfirst sentence of this clause (a). Notwithstanding the foregoing, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) none of the provisions or such shorter period as the managing underwriter shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under restrictions set forth in this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B2.7(a) shall become effective upon in any way limit the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security SPC Investors or any security convertible into or exchangeable or exercisable for of their Affiliates from engaging in any equity security brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of Splitco purchased from Splitco at any time other than in a public offering so to agree)their business.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering in which one or more Holders is selling Shares pursuant to a registration or offering effected pursuant to Section 2.12.1 (including any Shelf Underwriting pursuant to Section 2.1(e)), not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act144, any Splitco Common Stock, Shares or any other equity security of Splitco or any security convertible into or exchangeable or exercisable for any equity security of Splitco Share Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter underwriter, the Company or any executive officer or director of the Company shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which registration on Form S-4 or Form S-8, or any successor or similar form that (x) is (A) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock EquivalentShare Equivalents), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering offering, and all directors and executive officers of the Company, to so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock Shares pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell to sell, transfer or otherwise dispose of, including any Splitco Common Stock sale pursuant to Rule 144, any Shares or Share Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter underwriter, the Company or any executive officer or director of the Company shall agree to. In the circumstances specified in this Section 2.7(a), provided, that (x) each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such shorter period shall apply to all Holders who are subject to such period form and (y) if a substance as the managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree)reasonably determine.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder The Stockholder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering Public Offering pursuant to a registration or offering effected pursuant to Section 2.13.1 (except in the case of a Block Trade, unless the Stockholder has the option to participate in such Block Trade pursuant to this Agreement or otherwise), not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common Stock, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offeringPublic Offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree to, ; provided, that (x) such shorter period shall apply to all Holders who are subject to such period the Stockholder and (y) if a managing underwriter of an offering releases any Holder the Third Party Stockholder of its similar obligations, the Stockholder shall be released from its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i3.7(a), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is (Ax) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering Public Offering so to agree); and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering Public Offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 3.2 hereof), it will not sell any Splitco Common Stock (other than as part of such underwritten public offeringPublic Offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree to, ; provided, that (x) such shorter period shall apply to all Holders who are subject to such period the Stockholder and (y) if a managing underwriter of an offering releases any Holder the Third Party Stockholder of its similar obligations, the Stockholder shall be released from its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii3.7(a), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree)time.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesagrees (whether or not such Holder can participate in any such offering), (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 (including any Shelf Underwriting or Underwritten Block Trade pursuant to Section 2.1(e)), or of the Company’s IPO, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act144, any Splitco Common Stock, Stock or any other equity security of Splitco or any security convertible into or exchangeable or exercisable for any equity security of Splitco Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter shall agree to, provided, that to (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree); the case of the IPO, which time period shall be one hundred eighty (180) days from the pricing date of such offering) and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including including, without limitation limitation, any offering in which one or more Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will or of the Company’s IPO, not sell to sell, transfer or otherwise dispose of, including any Splitco sale pursuant to Rule 144, any Common Stock or Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter shall agree toto (other than in the case of the IPO, provided, that (x) such shorter which time period shall apply be one hundred eighty (180) days from the pricing date of such offering). Each Holder agrees to all Holders who are subject to execute and deliver customary lock-up agreements for the benefit of the underwriters with such period form and (y) if a substance as the managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so reasonably determine. The Company agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security Common Stock or any security convertible into Common Stock Equivalents, purchased or exchangeable or exercisable for any equity security of Splitco purchased otherwise acquired from Splitco at any time the Company (other than in a public offering so offering) at any time to agree, and shall use its reasonable best efforts to cause each of its officers, directors and beneficial holders of 5% or more of the Company’s outstanding Common Stock to agree, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any Common Stock or Common Stock Equivalent (other than as part of such underwritten public offering) during the period referred to in the first sentence of this clause (a).

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 (except in the case of an Block Trade, unless the Holder has the option to participate in such Block Trade pursuant to this Agreement or otherwise), not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common Stock, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) 90 days (plus any required seventeen (17) customary 17 day lockup extension periods) or such shorter period as the managing underwriter shall agree toto (other than in the case of the IPO, providedwhich time period shall be 180 days (plus customary 17 day lockup extension periods)), provided that (x) such shorter period shall apply to all Holders who are subject to such period period, and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i2.7(a) (i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is (Ax) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell any Splitco Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) 90 days (plus any required seventeen (17) customary 17 day lockup extension periods) or such shorter period as the managing underwriter shall agree toto (other than in the case of the IPO, providedwhich time period shall be 180 days (plus customary 17 day lockup extension periods)), provided that (x) such shorter period shall apply to all Holders who are subject to such period period, and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree)time.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesagrees (whether or not such Holder can participate in any such offering), (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 (including any Shelf Underwriting pursuant to Section 2.1(e)), or of the Company’s IPO, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act144, any Splitco Common Stock, Stock or any other equity security of Splitco or any security convertible into or exchangeable or exercisable for any equity security of Splitco Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days from the pricing date of such offering (plus any required seventeen (17) day customary lockup extension periodsperiods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the managing underwriter underwriter, the Company or any executive officer or director of the Company shall agree toto (other than in the case of the IPO, provided, that (x) such shorter which time period shall apply be one hundred eighty (180) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to all Holders who are subject to such period and exceed thirty-five (y35) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(idays), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time ) (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 or Form S-8, or any successor or similar form which (x) is (A) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will or of the Company’s IPO, not sell to sell, transfer or otherwise dispose of, including any Splitco sale pursuant to Rule 144, any Common Stock or Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days from the pricing date of such offering (plus any required seventeen (17) day customary lockup extension periodsperiods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the managing underwriter, the Company or any executive officer or director of the Company shall agree to (other than in the case of the IPO, which time period shall be one hundred eighty days (180) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days)). Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall agree toreasonably determine. Notwithstanding anything to the contrary contained in this Section 2.7(a), provided(A) each Holder shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 2.7(a) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer or director of the Company or any AEA Investor, and (xB) such shorter period the provisions of this Section 2.7(a) shall apply to only be applicable if all Holders who officers and directors of the Company, all AEA Investors, and all stockholders owning more than five (5%) of the Company’s outstanding Common Stock are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree)same restrictions.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesagrees (whether or not such Holder can participate in any such offering), (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 (including any Shelf Underwriting pursuant to Section 2.1(e)), not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act144, any Splitco Common Stock, Shares or any other equity security of Splitco or any security convertible into or exchangeable or exercisable for any equity security of Splitco Share Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter underwriter, the Company or any executive officer or director of the Company shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then registration on Form S-4 or Form S-8 or any successor or other forms promulgated for similar purposes or forms filed in effect connection with an exchange offer or (B) shall become effective upon the conversion, exchange any employee benefit or exercise of any then outstanding Common Stock Equivalentstock purchase and/or dividend reinvestment plan), to use its commercially reasonable best efforts to cause each holder all directors and executive officers of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering the Company, to so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock Shares pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell to sell, transfer or otherwise dispose of, including any Splitco Common Stock sale pursuant to Rule 144, any Shares or Share Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter underwriter, the Company or any executive officer or director of the Company shall agree to, provided, that (x) . Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such shorter period shall apply to all Holders who are subject to such period form and (y) if a substance as the managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree)reasonably determine.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, 2.1 not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common Stock, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree toto (other than in the case of the IPO, which time period shall be 180 days), provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (Ax) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell any Splitco Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree toto (other than in the case of the IPO, providedwhich time period shall be 180 days), provided that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (Ax) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree).

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common Stock, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day customary lockup extension periodsperiods as reasonable determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree toto (other than in the case of the IPO, provided, that (x) such shorter which time period shall apply be 180 days (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to all Holders who are subject to such period and exceed thirty-five (y35) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time days) (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 or Form S-8, or any successor or similar form which (x) is (A) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell any Splitco Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day customary lockup extension periodsperiods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the Company or any executive officer or director of the Company shall agree to (other than in the case of the IPO, which time period shall be 180 days (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days)). Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall agree toreasonably determine. Notwithstanding the foregoing, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter none of an offering releases any Holder of its obligations under the provisions or restrictions set forth in this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B2.7(a) shall become effective upon in any way limit Xxxxxxx, Xxxxx & Co., the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security P2 Manager or any security convertible into or exchangeable or exercisable for of their respective affiliates from engaging in any equity security brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of Splitco purchased from Splitco at any time other than in a public offering so to agree)their business.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common Stock, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required customary seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree toto (other than in the case of the IPO, provided, that (x) such shorter which time period shall apply to all Holders who are subject to such period and be 180 days (yplus customary seventeen (17) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time day lockup extension periods) (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is (Ax) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell any Splitco Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required customary seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree to, provided, that to (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agreethe case of the IPO, which time period shall be 180 days (plus customary seventeen (17) day lockup extension periods)). Notwithstanding the foregoing, (i) this Section 2.7(a) shall not apply unless all then officers and directors of the Company and each of the GSCP Parties and the THL Parties enter into similar agreements and (ii) none of the provisions or restrictions set forth in this Section 2.7(a) shall in any way limit Xxxxxxx, Xxxxx & Co. or any affiliate thereof 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 other similar activities conducted in the ordinary course of their business.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesagrees (whether or not such Holder can participate in any such offering), (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 (including any Shelf Underwriting or Underwritten Block Trade), or of the IPO, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act144, any Splitco Common Stock, Stock or any other equity security of Splitco or any security convertible into or exchangeable or exercisable for any equity security of Splitco Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter shall agree to, provided, that to (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agreethe case of the IPO, which time period shall be one hundred eighty (180) days from the pricing date of such offering); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock Registrable Securities pursuant to the exercise of piggyback rights under Section 2.2 hereof2.2), it will or of the IPO, not sell to sell, transfer or otherwise dispose of, including any Splitco sale pursuant to Rule 144, any Common Stock or Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter shall agree toto (other than in the case of the IPO, provided, that (x) such shorter which time period shall apply be one hundred eighty (180) days from the pricing date of such offering). Each Holder agrees to all Holders who are subject to execute and deliver customary lock-up agreements for the benefit of the underwriters with such period form and (y) if a substance as the managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so reasonably determine. The Company agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security Common Stock or any security convertible into Common Stock Equivalents, purchased or exchangeable or exercisable for any equity security of Splitco purchased otherwise acquired from Splitco at any time the Company (other than in a public offering so offering) at any time to agree, and shall use its reasonable best efforts to cause each of its officers, directors and beneficial holders of 5% or more of the Company’s outstanding Common Stock to agree, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any Common Stock or Common Stock Equivalent (other than as part of such underwritten offering) during the period referred to in the first sentence of this clause (a).

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common Stock, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required customary seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree toto (other than in the case of the IPO, providedwhich time period shall be 180 days (plus customary seventeen (17) day lockup extension periods), provided that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i2.7(a) (i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is (Ax) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell any Splitco Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required customary seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree toto (other than in the case of the IPO, providedwhich time period shall be 180 days (plus customary seventeen (17) day lockup extension periods)), provided that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree)time.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Convertible Preferred Stock, Common Stock, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 or Form S-8, or any successor or similar form which (x) is (A) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering to so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock Registrable Securities pursuant to the exercise of piggyback rights under Section 2.2 hereof2.2), it will not sell any Splitco Common Stock Registrable Securities (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the Company or any executive officer or director of the Company shall agree to. Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall agree toreasonably determine. Notwithstanding the foregoing, providednone of the provisions or restrictions set forth in this Section 2.7(a) shall in any way limit Onex Partners Advisor LP or any of its Affiliates from engaging in any brokerage, that (x) such shorter period shall apply to all Holders who are subject to such period investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and (y) if a managing underwriter other similar activities conducted in the ordinary course of their business. The Company hereby agrees that, in connection with an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to Section 2.1 or 2.2, the Company shall not sell, transfer, or otherwise dispose of, any Convertible Preferred Stock, Common Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a Special Registration Statement registration on Form S-4 or Form S-8 or any successor or similar form which is (Ax) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) days (or such shorter period to which the Majority Participating Holders shall agree) shall have elapsed from the pricing date of such offering (in each case plus customary lockup extension periods as determined by the managing underwriter); and the Company shall (i) so provide in any registration rights agreements hereafter entered into with respect to any of its securities and (ii) use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering to so to agree).

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Convertible Preferred Stock, Common Stock, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 or Form S-8, or any successor or similar form which (x) is (A) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering to so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock Registrable Securities pursuant to the exercise of piggyback rights under Section 2.2 hereof2.2), it will not sell any Splitco Common Stock Registrable Securities (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the Company or any executive officer or director of the Company shall agree to. Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall agree toreasonably determine. Notwithstanding the foregoing, provided, that (xnone of the provisions or restrictions set forth in this Section 2.7(a) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases in any Holder way limit Onex Partners Advisor LP or any of its obligations under this Section 2.7(a)(ii)Affiliates from engaging in any brokerage, all investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other Holders shall be released from similar activities conducted in the ordinary course of their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree)business.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesagrees (whether or not such Holder can participate in any such offering), (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 (including any Shelf Underwriting pursuant to Section 2.1(e)), or of the Company’s IPO, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act144, any Splitco Common Stock, Stock or any other equity security of Splitco or any security convertible into or exchangeable or exercisable for any equity security of Splitco Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days from the pricing date of such offering (plus any required seventeen (17) day customary lockup extension periodsperiods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the managing underwriter underwriter, the Company or any executive officer or director of the Company shall agree toto (other than in the case of the IPO, provided, that (x) such shorter which time period shall apply be one hundred eighty (180) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to all Holders who are subject to such period and exceed thirty-five (y35) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(idays), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time ) (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 or Form S-8, or any successor or similar form which (x) is (A) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will or of the Company’s IPO, not sell to sell, transfer or otherwise dispose of, including any Splitco sale pursuant to Rule 144, any Common Stock or Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days from the pricing date of such offering (plus any required seventeen (17) day customary lockup extension periodsperiods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the managing underwriter underwriter, the Company or any executive officer or director of the Company shall agree to, provided, that to (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public the case of the IPO, which time period shall be one hundred eighty days (180) days from the pricing date of such offering so (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to agreeexceed thirty-five (35) days)). Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall reasonably determine provided that (1) the lock-up agreement of each Additional Investor shall be on substantially the same terms as that of each other Additional Investor and (2) any waivers from any obligations in relation to any lock-up agreement granted to one Additional Investor shall likewise be granted to each other Additional Investor on substantially the same terms.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common Stock, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day customary lockup extension periodsperiods as reasonable determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree toto (other than in the case of the IPO, provided, that (x) such shorter which time period shall apply be 180 days (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to all Holders who are subject to such period and exceed thirty-five (y35) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time days) (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 or Form S-8, or any successor or similar form which (x) is (A) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof2.2), it will not sell any Splitco Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day customary lockup extension periodsperiods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the Company or any executive officer or director of the Company shall agree to (other than in the case of the IPO, which time period shall be 180 days (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days)). Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall agree toreasonably determine. Notwithstanding the foregoing, provided, that (xnone of the provisions or restrictions set forth in this Section 2.7(a) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases in any Holder way limit Onex Partners Advisor LP or any of its obligations under this Section 2.7(a)(ii)affiliates from engaging in any brokerage, all investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other Holders shall be released from similar activities conducted in the ordinary course of their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree)business.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesof Registrable Securities agrees that, (i) to the extent requested in writing by a managing underwriter, if any, of an IPO or any other underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including of any sale pursuant to Rule 144 under the Securities Act, any Splitco Common Stock, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offering, under any pre-existing selling plan pursuant to Rule 10b-5-1 or any similar selling plan over which such Holder exercises no discretion under Rule 144) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) 180 days (plus any required seventeen (17) day lockup extension periods) or such shorter period as in the managing underwriter shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter case of an offering releases any Holder IPO or 90 days in the case of its obligations under this a registration effected pursuant to Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time 2.1 (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), ) to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant to other than the exercise of piggyback rights under Section 2.2 hereof), IPO) it will not sell any Splitco Common Stock (other than as part of such underwritten public offering, under any pre-existing selling plan pursuant to Rule 10b-5-1 or any similar selling plan over which such Holder exercises no discretion under Rule 144) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree)90 days.

Limitations on Sale or Distribution of Other Securities. (a) Each director and officer listed as a signatory to this Agreement and each Holder agreesof 1% or more of the then-outstanding Common Stock and Common Stock Equivalents agrees (whether or not such Holder can participate in any such offering), (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 (including any Shelf Underwriting pursuant to Section 2.1(e)) or Section 2.2 (including any offering effected by the Parent for its own account and any offering in which one or more Holders is selling Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act144, any Splitco Common Stock, Stock or any other equity security of Splitco or any security convertible into or exchangeable or exercisable for any equity security of Splitco Common Stock Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed the period from seven days prior to the pricing date of such offering until (A) ninety (90) days after the pricing date of the first such offering and (plus B) seventy-five (75) days after the pricing date of any required seventeen (17) day lockup extension periods) or subsequent such offering or, in each case, such shorter period as the managing underwriter underwriter, the Parent or any executive officer or director of the Parent shall agree to; provided that the time period may be longer than ninety (90) days or seventy-five (75) days, providedas applicable, that (x) such shorter period shall apply to if required by the managing underwriter, as long as all Holders who Holders, directors and officers are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ithe same lock-up), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so . The Parent agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security 1% or any security convertible into more of the then-outstanding Common Stock and Common Stock Equivalents, purchased or exchangeable or exercisable for any equity security of Splitco purchased otherwise acquired from Splitco at any time the Parent (other than in a public offering so offering) at any time after the date of this Agreement to agree); , and (ii) shall use its reasonable best efforts to the extent requested in writing by a managing underwriter cause each of any underwritten public offering effected by Splitco for its own account (including without limitation any offering in which one officers, directors and beneficial holders of 5% or more Holders is selling Splitco of the Common Stock to agree, not to sell, transfer or otherwise dispose of, including any sale pursuant to the exercise of piggyback rights under Section 2.2 hereof)Rule 144, it will not sell any Splitco Common Stock or Common Stock Equivalents (other than as part of such underwritten public offering) during the time period reasonably requested by referred to in the managing underwriterfirst sentence of this clause (a). Notwithstanding the foregoing, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) none of the provisions or such shorter period as the managing underwriter shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under restrictions set forth in this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B2.7(a) shall become effective upon in any way limit the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security Juggernaut Holders or any security convertible into or exchangeable or exercisable for of their Affiliates from engaging in any equity security brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of Splitco purchased from Splitco at any time other than in a public offering so to agree)their business.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common StockOrdinary Shares, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree to, provided, that to (x180 days in the case of the Company's initial public equity offering) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form F-4 or S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is (Ax) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Share Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock Ordinary Shares pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell any Splitco Common Stock Ordinary Shares (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree to, provided, that to (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter 180 days in the case of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any Company's initial public equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agreeoffering).

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common Stock, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree to, provided, that to (x180 days in the case of the Company’s initial public equity offering) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 (if reasonably acceptable to such managing underwriter) or Form S-8, or any successor or similar form which is (Ax) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell any Splitco Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree to, provided, that to (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter 180 days in the case of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any Company’s initial public equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agreeoffering).

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Class A Common Stock, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree to, provided, provided that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (Ax) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Class A Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell any Splitco Class A Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree to, provided, provided that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (Ax) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree).

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesagrees (whether or not such Holder can participate in any such offering), (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 (including any Shelf Underwriting pursuant to Section 2.1(e)), or of the Company’s IPO, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act144, any Splitco Common Stock, Stock or any other equity security of Splitco or any security convertible into or exchangeable or exercisable for any equity security of Splitco Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter underwriter, the Company or any executive officer or director of the Company shall agree toto (other than in the case of the IPO, provided, that (x) such shorter which time period shall apply to all Holders who are subject to be one hundred eighty (180) days from the pricing date of such period and (yoffering) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco the Company hereby also so agrees (except that Splitco the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form S-4 or Form S-8, or any successor or similar form which (x) is (A) then in effect or (By) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company purchased from Splitco the Company at any time other than in a public offering and all directors and officers of the Company to so to agree); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof)) not to sell, it will not sell transfer or otherwise dispose of, including any Splitco sale pursuant to Rule 144, any Common Stock or Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter underwriter, the Company or any executive officer or director of the Company shall agree to, provided, that (x) . Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such shorter period shall apply to all Holders who are subject to such period form and (y) if a substance as the managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree)reasonably determine.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesagrees (whether or not such Holder can participate in any such offering), (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 (including any Shelf Underwriting or Underwritten Block Trade), or of the IPO, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act144, any Splitco Common Stock, Stock or any other equity security of Splitco or any security convertible into or exchangeable or exercisable for any equity security of Splitco Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter shall agree to, provided, that to (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agreethe case of the IPO, which time period shall be one hundred eighty (180) days from the pricing date of such offering); , and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco the Company for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock Registrable Securities pursuant to the exercise of piggyback rights under Section 2.2 hereof2.2), it will or of the IPO, not sell to sell, transfer or otherwise dispose of, including any Splitco sale pursuant to Rule 144, any Common Stock or Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) from the pricing date of such offering or such shorter period as the managing underwriter shall agree toto (other than in the case of the IPO, provided, that (x) such shorter which time period shall apply be one hundred eighty (180) days from the pricing date of such offering). Each Holder agrees to all Holders who are subject to execute and deliver customary lock-up agreements for the benefit of the underwriters with such period form and (y) if a substance as the managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so reasonably determine. The Company agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security Common Stock or any security convertible into Common Stock Equivalents, purchased or exchangeable or exercisable for any equity security of Splitco purchased otherwise acquired from Splitco at any time the Company (other than in a public offering so offering) at any time to agree, and shall use its reasonable best efforts to cause each of its officers, directors and beneficial holders of 5% or more of the Company’s outstanding Common Stock to agree, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any Common Stock or Common Stock Equivalent (other than as part of such underwritten offering) during the period referred to in the first sentence of this clause (a).. 24

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesof Registrable Securities or Participating Demand Holder, (i) as applicable, and the Company agrees that, to the extent requested in writing by a managing underwriterunderwriter of the IPO effected by the Company for its own account, if anysuch Holder of Registrable Securities or Participating Demand Holder, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1as applicable, will not to sell, sell transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common Stock, or any other equity security of Splitco the Company or any security convertible into or exchangeable or exercisable for any equity security of Splitco the Company or any securities of the Company held by such Holder of Registrable Securities or Participating Demand Holder, as applicable, (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and Splitco hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agree); and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by Splitco for its own account (including without limitation any offering in which one or more Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell any Splitco Common Stock (other than as part of such underwritten public offeringIPO) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) 90 days (plus any or 180 days if required seventeen (17) day lockup extension periodsby the managing underwriter) or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree to, provided, to (the “Lock-up Period”); provided that such lock up is conditioned upon all Holders of Registrable Securities then holding 1% or more of the outstanding Shares and all directors and officers of the Company agreeing to substantially similar restrictions (xeach Holder of Registrable Securities to have the same terms unless otherwise agreed by each of the Holders of Registrable Securities) and also provided that in the event that any such shorter period shall apply shareholder is released from such lock up wholly or partly (notice of such release to be given by the underwriters and/or the Company to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at least five (5) Business Days in advance) all Holders of Registrable Securities shall at the time of such time release automatically be released to the same extent (and Splitco hereby for the avoidance of doubt, if, for example, 50% of the holding of a shareholder is released, 50% of the shares of each Holder of Registrable Securities are also so agrees (except that Splitco may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco at any time other than in a public offering so to agreereleased).