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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (i) then in effect or (ii) 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 Participating Holders shall agree) shall have elapsed from the pricing date of such offering (in each case plus customary seventeen (17) day lockup extension periods); and Splitco 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 purchased from Splitco at any time other than in a public offering to so agree.

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 any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 or 2.2, 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) 180 days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree to, a "Lock-up"); provided, however, that (x) such shorter period each Holder shall apply not be required to all Holders who be subject to a Lock-up unless the Company and its executive officers and directors 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 substantially similar provision (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), . The Company agrees 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 the Company sold or issued by the Company at any time hereafter other than in a public offering so to agree); and (ii) agree to be bound to a substantially similar Lock-up in the extent requested in writing by a managing underwriter event of any an 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 registration pursuant to the exercise of piggyback rights under Section 2.2 hereof)2.1 or 2.2. (b) The Company hereby agrees that, if it will not sell any Splitco Common Stock shall previously have received a request for registration (other than as part of a shelf registration) pursuant to Section 2.1 or 2.2, and if such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period previous registration shall not exceed ninety (90) days (plus have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any required seventeen (17) day lockup extension periods) Common Stock, 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 of the Company 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 the Company (other than as part of such Public Offeringunderwritten public offering, common stock issued in connection with the acquisition of a business or other than pursuant to assets, a Special Registration Statement registration on Form S-4 or Form S-8 or any successor or similar form which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) 90 days (or such shorter period to which the Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering registration or such longer period (in not to exceed 180 days) as each case plus customary seventeen (17) day lockup extension periodsHolder of Registrable Securities is required to agree to pursuant to Section 2.7(a); and Splitco 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 purchased from Splitco at any time other than in a public offering to so 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. (b) The Company hereby agrees that, provided, that (x) such shorter period if it shall apply to all Holders who are subject to such period and (y) if previously have received 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 request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Common Equity, 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), 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equity Equivalent), until a period of ninety (90) days (or such shorter period plus an extension period, which shall be no longer than 17 days, as may be reasonably requested by the managing underwriter to which address FINRA regulations regarding the Participating Holders shall agree) publishing of research, shall have elapsed from the pricing effective date of such offering (in each case plus customary seventeen (17) day lockup extension periods)previous registration; and Splitco 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 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 shall reasonably determine. (b) 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 (including any Shelf Underwriting pursuant to Section 2.1(e)) or Section 2.2, the Company shall not sell, transfer, or otherwise dispose of, any Shares or Share Equivalents (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), 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock EquivalentShare Equivalents), 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 (offering, except to the extent otherwise agreed to by the underwriters as provided in each case plus customary seventeen (17) day lockup extension periods)any lock-up agreement required in connection with such offering; and Splitco 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 and all directors and executive officers of the Company to so agree.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder and Non-Cellectis 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 2.14.01, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common StockCompany 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 shall agree to90 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 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 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 Company 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; and, if so requested, each Holder and Non-Cellectis Holder agrees to enter into a customary lock-up agreement with such managing underwriter. (90b) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter The Company hereby agrees that, if it shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if previously have received 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 request for registration pursuant to Section 4.01 or 4.02, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company Shares, 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), 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Company Shares Equivalent), until a period of ninety (90) 90 days (or such shorter period to which the Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering (in each case plus customary seventeen (17) day lockup extension periods)previous registration; and Splitco 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 agree.

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. (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 (including any Shelf Underwriting pursuant to Section 2.1(e)) or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) from seven days (or such shorter period prior to which the Participating Holders shall agree) shall have elapsed from the pricing date of such offering until (A) ninety (90) days after the pricing date of the first such offering and (B) seventy-five (75) days after the pricing date of any subsequent such offering or, in each case plus customary seventeen case, such shorter period as the managing 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 (1790) day lockup extension periods)days or seventy-five (75) days, as applicable, if required by the managing underwriter, as long as all Holders, directors and officers are subject to the same lock-up; and Splitco 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 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 offering) at any time after the date of this Agreement to so agree, and shall use its reasonable best efforts to cause each of its officers, directors and beneficial holders of 5% or more of the Common Stock to so agree.

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 any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 or 2.2, such Holder will agree 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) 180 days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree to, a "Lock-up"); provided, however, that (x) such shorter period the terms of the Lock-up shall apply be substantially similar to all Holders who the terms of the lock-up agreement executed and delivered by AIHL in connection with the IPO; provided, further, that no Holder shall be required to be subject to a Lock-up unless the Company and its executive officers and directors 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 substantially similar provision (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), . The Company agrees 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 the Company sold or issued by the Company at any time hereafter other than in a public offering so to agree); and (ii) agree to be bound to a substantially similar Lock-up in the extent requested in writing by a managing underwriter event of any an 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 registration pursuant to the exercise of piggyback rights under Section 2.2 hereof)2.1 or 2.2. (b) The Company hereby agrees that, if it will not sell any Splitco Common Stock shall previously have received a request for registration (other than as part of a shelf registration) pursuant to Section 2.1 or 2.2, and if such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period previous registration shall not exceed ninety (90) days (plus have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any required seventeen (17) day lockup extension periods) Common Stock, 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 of the Company 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 the Company (other than as part of such Public Offeringunderwritten public offering, common stock issued in connection with the acquisition of a business or other than pursuant to assets, a Special Registration Statement registration on Form S-4 or Form S-8 or any successor or similar form which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) 90 days (or such shorter period to which the Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering registration or such longer period (in not to exceed 180 days) as each case plus customary seventeen (17) day lockup extension periodsHolder of Registrable Securities is required to agree to pursuant to Section 2.7(a); and Splitco 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 purchased from Splitco at any time other than in a public offering to so 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 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), providedeach 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. (b) The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 (including any Shelf Underwriting pursuant to Section 2.1(e)) or Section 2.2, the Company shall not sell, transfer, or otherwise dispose of, any Shares or Share Equivalents (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form that is (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 (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 purchased from Splitco at any time other than in a public offering so to agree). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock EquivalentShare Equivalents), 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 (offering, except to the extent otherwise agreed to by the underwriters as provided in each case plus customary seventeen (17) day lockup extension periods)any lock-up agreement required in connection with such offering; and Splitco 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 and all directors and executive officers of the Company to so agree.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder and Specified 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 in which such Holder is selling Company Shares, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common StockCompany 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) 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 the Company for its own account (including without limitation any offering in which one or more Holders such Holder is selling Splitco Common Stock pursuant Company Shares, not to the exercise of piggyback rights under Section 2.2 hereof), it will not sell any Splitco Common Stock Company 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) 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 the same exceptions as provided in the lock-up provisions contained in the underwriting agreement for the IPO; and, if so requested, each Holder or Specified Holder, as applicable, agrees to enter into a customary lock-up agreement with such period and managing underwriter. (yb) The Company hereby agrees that, if it shall previously have received 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 request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Company Shares, 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), 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Company Shares Equivalent), until a period of ninety (90) 90 days (or such shorter period to which the Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering (in each case plus customary seventeen (17) day lockup extension periods); and Splitco 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 purchased from Splitco at any time other than in a public offering to so agreeprevious registration.

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). (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 (including any Shelf Underwriting or 2.2Underwritten Block Trade pursuant to Section 2.1(e)), Splitco Section 2.2 or the Company’s IPO, the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) 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 Participating Holders managing underwriter shall agree, but one hundred eighty (180) days in the case of the IPO) shall have elapsed from the pricing date of such offering (in each case plus customary seventeen (17) day lockup extension periods)offering; and Splitco the Company shall (i) so provide in any registration rights agreements hereafter entered into with respect to any of its securities and securities. (c) Notwithstanding anything contained in this Agreement to the contrary, each of the Minority Investors agrees that it shall not sell, transfer or otherwise dispose of any Common Stock or Common Stock Equivalent, effect any Partner Distribution or request any Demand Registration (including any Shelf Underwriting or Underwritten Block Trade) for a period of two (2) years following the pricing date of the Company’s IPO (the “Restricted Period”), except: (i) for sales, transfers or distributions pursuant to a registered offering in accordance with the exercise of registration rights set forth in Sections 2.1(a)(i), 2.1(e) or 2.2(a), as applicable; (ii) use if consented to in writing by the Board in its reasonable best efforts sole discretion, which consent may be provided on an individual basis with respect to cause each holder any particular Holder; (iii) for sales, transfers or distributions to a Permitted Affiliate Transferee; or (iv) for sales or transfers by the Management Investors, after the one-year anniversary of the pricing date for the Company’s IPO, (a) pursuant to a written plan, contract, instruction or arrangement that meets the requirements of Rule 10b5-1(c) under the Exchange Act and (b) in compliance with any equity security or any security convertible into or exchangeable or exercisable for any equity security applicable volume and manner of Splitco purchased from Splitco at any time other than in a public offering to so agreesale requirements of Rule 144.

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. (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) 90 days (or such shorter period to which the Majority Participating Holders shall agree, but 180 days in the case of the IPO) shall have elapsed from the pricing date of such offering (in each case plus customary seventeen (17) 17 day lockup extension periods); and Splitco 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 agree.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder Holder, whether or not its securities are Registrable Securities, agrees, (i) to the extent requested in writing by a managing underwriter, if any, (whether or not it signs an additional lockup letter) 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 be 180 days (plus customary seventeen (17) day lockup extension periods)) 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 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 to so to agree); and . (iib) Each Holder also agrees, 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 the case of the IPO, which time period shall be 180 days (plus customary seventeen (17) day lockup extension periods)). Notwithstanding the foregoing, (i) Section 2.7(a) and Section 2.7(b) shall not apply unless all then executive officers and directors of the Company and each of the Permira Parties enter into similar agreements and (ii) none of the provisions or restrictions set forth in Section 2.7(a) or Section 2.7(b) shall in any way limit Permira Advisers, LLC or any affiliate thereof from engaging in any brokerage, investment advisory, financial advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity or other similar activities conducted in the ordinary course or related to agree)the securities of the Company. (bc) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) 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, but 180 days in the case of the IPO) shall have elapsed from the pricing date of such offering (in each case plus customary seventeen (17) day lockup extension periods); and Splitco 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 agree.

Limitations on Sale or Distribution of Other Securities. (a) Each Participating 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 or Section 2.2, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common Stock, 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) 180 days (plus any required seventeen (17) day lockup extension periods) or such shorter period as and 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 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 (if reasonably acceptable to such managing underwriter) or Form S-8 (or otherwise in connection with any employee benefits plan), 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 commercially 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)account, it will not sell any Splitco Common Stock or any 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 180 days. (90b) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter The Company hereby agrees that, if it shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if previously have received 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 request for registration pursuant to a Special Registration Statement which is (A) then in effect Section 2.1 or (B) Section 2.2, and if such previous registration shall become effective upon not have been withdrawn or abandoned, the conversionCompany shall not sell, exchange transfer, or exercise of otherwise dispose of, any then outstanding Common Stock or any Common Stock Equivalent), to use its reasonable best efforts to cause each holder of or any other equity security of the Company 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 the Company (other than as part of such Public Offeringunderwritten public offering, a registration on Form F-4 or other than pursuant to a Special Registration Statement Form S-8 (or otherwise in connection with any employee benefits plan) or any successor or similar form which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) 90 days (or such shorter period to which the Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering (in each case plus customary seventeen (17) day lockup extension periods)previous registration; and Splitco 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 purchased from Splitco at any time other than in a public offering to so agreesecurities.

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). (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (ix) then in effect or (iiy) 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 seventeen (17) day lockup extension periods)offering; and Splitco 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 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. (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) 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 Initiating Holders and the Majority Participating Holders shall agree, but 180 days in the case of the IPO) shall have elapsed from the pricing date of such offering (in each case plus customary seventeen (17) day lockup extension periodsperiods as determined by the managing underwriter); and Splitco 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 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)), 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. (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 (including any Shelf Underwriting pursuant to Section 2.1(e)) or Section 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offeringunderwritten public offering, a registration on Form S-4 or Form S-8 or any successor or other than pursuant to a Special Registration Statement which is (i) then forms promulgated for similar purposes or forms filed in effect connection with an exchange offer or (ii) 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), 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 (offering, except to the extent otherwise agreed to by the underwriters as provided in each case plus customary seventeen (17) day lockup extension periods)any lock-up agreement required in connection with such offering; and Splitco 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 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 agree.

Limitations on Sale or Distribution of Other Securities. (a) Each The Company and each Participating 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 or Section 2.2, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Splitco Common Stock, 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) or to purchase or sell any Common Share Equivalent or enter into any Derivative Transaction during the time period reasonably requested by the managing underwriter, not to exceed ninety 20 days before the commencement of any offering or 90 days after the pricing of such offering (90) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as except in the managing underwriter shall agree to, providedcase of the Company, 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 Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement registration on Form F-4 (if reasonably acceptable to such managing underwriter) or Form S-8 (or otherwise in connection with any employee benefits plan), 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 Share Equivalent), ) and (ii) the Company hereby also agrees to use its commercially 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 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 the periods referred 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 above for the Participating Holders shall not be released from their obligations under this Section 2.7(a)(ii)longer than the analogous period agreed to by the Company. (b) The Company hereby agrees that, on if it shall previously have received 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 request for registration pursuant to a Special Registration Statement which is (A) then in effect Section 2.1 or (B) Section 2.2, and if such previous registration shall become effective upon have been declared effective, the conversionCompany shall not sell, exchange transfer, or exercise of otherwise dispose of, any then outstanding Common Stock Shares or any Common Share Equivalent), to use its reasonable best efforts to cause each holder of or any other equity security of the Company 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 the Company (other than as part of such Public Offeringunderwritten public offering, a registration on Form F-4 or other than pursuant to a Special Registration Statement Form S-8 (or otherwise in connection with any employee benefits plan) or any successor or similar form which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Share Equivalent), until a period of ninety (90) 90 days (or such shorter period to which the Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering (in each case plus customary seventeen (17) day lockup extension periods)previous registration; and Splitco 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 purchased from Splitco at any time other than in a public offering to so agreesecurities.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, : (i) any Investor Shareholder wishing to (i) dispose of or otherwise transfer any Registrable Securities pursuant to a Public Offering or (ii) distribute or otherwise transfer any Registrable Securities to such Investor Shareholder’s investors, limited partners, members or equivalent Persons holding an ownership interest in such Investor Shareholder, shall use commercially reasonable efforts to consult with (x) the Company, and (y) the other Investor Shareholders, prior to taking such action or entering into any definitive agreement with respect to such action. (ii) 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, subject to customary exceptions, 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 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); and (ii) to the extent requested in writing by a managing underwriter case of any underwritten public offering effected by Splitco for its own account (including without limitation any offering in the IPO, 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 tobe 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); and (iii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account (including without limitation any offering in which one or more Holders is selling Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not, subject to customary exceptions, sell any 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 or such shorter period as the managing underwriter shall agree to (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)(iii), all other Holders shall be released from their obligations under this Section 2.7(a)(iii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (x) then in effect or (y) 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 the Company purchased from the Company at any time other than in a public offering so to agree). (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (ix) then in effect or (iiy) 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 seventeen (17) day lockup extension periods)offering; and Splitco 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 agree.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder of Registrable Securities 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 or 2.2, 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 Stratos or any security convertible into or exchangeable or exercisable for any equity security of Splitco Stratos (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety one hundred eighty (90180) 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 Stratos hereby also so agrees (except that Splitco Stratos 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), Equivalent or otherwise pursuant to any employee benefit arrangements) 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 Stratos purchased from Splitco Stratos 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 Stratos 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)account, 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 days. (plus any required seventeen b) Stratos hereby agrees that, if it shall previously have received a request for registration (17other than a shelf registration) 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 Section 2.1 or (B) 2.2, and if such previous registration shall become effective upon the conversionnot have been withdrawn or abandoned, exchange Stratos shall not sell, transfer, or exercise of otherwise dispose of, any then outstanding Common Stock Equivalent)Stock, to use its reasonable best efforts to cause each holder of or any other equity security of Stratos 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 Stratos (other than as part of such Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock EquivalentEquivalent or otherwise pursuant to any employee benefit arrangements), until a period of ninety (90) days (or such shorter period to which the Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering (in each case plus customary seventeen (17) day lockup extension periods)previous registration; and Splitco Stratos 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 purchased from Splitco at any time other than in a public offering to so agreesecurities.

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 time. (and Splitco b) The Company hereby also so agrees (except that Splitco may effect any sale or distribution of any such securities that, in connection with an offering pursuant to a Special Registration Statement which is (A) then in effect Sections 3.1 or (B) 3.2, the Company shall become effective upon the conversionnot sell, exchange transfer, or exercise of otherwise dispose of, any then outstanding Common Stock Equivalent)Stock, to use its reasonable best efforts to cause each holder of or any other equity security of the Company 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 the Company (other than as part of such underwritten Public Offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) 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 Participating Holders Stockholder shall agree) shall have elapsed from the pricing date of such offering (in each case plus customary seventeen (17) day lockup extension periods)offering; and Splitco the Company shall (i) so provide in any registration rights agreements hereafter entered into with respect to any of its equity securities and (ii) use its commercially 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 to so 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 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). (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (ix) then in effect or (iiy) 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 seventeen (17) day lockup extension periods); and Splitco 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 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). (b) Splitco business. The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) 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 seventeen (17) day lockup extension periodsperiods as determined by the managing underwriter); and Splitco 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 agree.

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. (90b) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter The Company hereby agrees that, if it shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if previously have received 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 request for registration pursuant to a Special Registration Statement which is (A) then in effect Section 2.1, and if such previous registration shall not have been withdrawn or (B) abandoned, the Company shall become effective upon the conversionnot sell, exchange transfer, or exercise of otherwise dispose of, any then outstanding Common Stock Equivalent)Stock, to use its reasonable best efforts to cause each holder of or any other equity security of the Company 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 the Company (other than as part of such Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) 90 days (or such shorter or, if less than 90 days, the period agreed to which between the Participating managing underwriters and the Holders shall agreeof Registrable Securities pursuant to Section 2.7(a) above) shall have elapsed from the pricing effective date of such offering (in each case plus customary seventeen (17) day lockup extension periods)previous registration; and Splitco 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 purchased from Splitco at any time other than in a public offering to so agreesecurities.

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 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 (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 extension periods) or such shorter period as the managing underwriter Company or any executive officer or director of the Company shall agree to. (b) The Company hereby agrees that, provided, that (x) such shorter period if it shall apply to all Holders who are subject to such period and (y) if previously have received 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 request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Common Equity, 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), 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equity Equivalent), until a period of ninety (90) days (or such shorter period to which the Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering (in each case plus customary seventeen (17) day lockup extension periods)previous registration; and Splitco 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 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 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 toto (180 days in the case of the Company's initial public equity offering). (b) The Company hereby agrees that, provided, that (x) such shorter period if it shall apply to all Holders who are subject to such period and (y) if previously have received 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 request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any Ordinary Shares, 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 F-4 or 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), 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Share Equivalent), until a period of ninety (90) days (or such shorter period to which the Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering previous registration (180 days in each the case plus customary seventeen (17) day lockup extension periodsof the Company's initial public equity offering); and Splitco 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 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 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. (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) 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, but 180 days in the case of the IPO) shall have elapsed from the pricing date of such offering (in each case plus customary seventeen (17) day lockup extension periodsperiods as determined by the managing underwriter); and Splitco 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 agree.

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. (b) Splitco The Parent hereby agrees that, in connection with an offering pursuant to Section 2.1 (including any Shelf Underwriting pursuant to Section 2.1(e)) or 2.2, Splitco the Parent shall not sell, transfer, or otherwise dispose of, 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 Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) from seven days (or such shorter period prior to which the Participating Holders shall agree) shall have elapsed from the pricing date of such offering until (A) ninety (90) days after the pricing date of the first such offering and (B) seventy-five (75) days after the pricing date of any subsequent such offering or, in each case plus customary seventeen case, such shorter period as the managing 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 (1790) day lockup extension periods)days or seventy-five (75) days, as applicable, if required by the managing underwriter, as long as all Holders, directors and officers are subject to the same lock-up; and Splitco the Parent 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 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 offering) at any time after the date of this Agreement to so agree, and shall use its reasonable best efforts to cause each of its officers, directors and beneficial holders of 5% or more of the Common Stock to so 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. (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) 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 seventeen (17) day lockup extension periodsperiods as determined by the managing underwriter); and Splitco 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 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. (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 (including any Shelf Underwriting pursuant to Section 2.1(e)) or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) 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 Participating Holders managing underwriter shall agree, but one hundred eighty days (180) days in the case of the IPO) shall have elapsed from the pricing date of such offering (in each case plus customary seventeen (17) day lockup extension periods)offering; and Splitco 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 and all directors and officers of the Company to so 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 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. (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) 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, but 180 days in the case of the IPO) shall have elapsed from the pricing date of such offering (in each case plus customary seventeen (17) day lockup extension periods); and Splitco 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 agree.

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 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 StockShares, or any other equity security of Splitco the Company or any security security, including the Warrants, 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) 180 days (plus any required seventeen (17) day lockup extension periods) or such shorter period as and 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 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 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. (90b) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter The Company hereby agrees that, if it shall agree to, provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if previously have received 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 request for registration pursuant to a Special Registration Statement which is (A) then in effect Section 2.1 or (B) 2.2, and if such previous registration shall become effective upon not have been withdrawn or abandoned, the conversionCompany shall not sell, exchange transfer, or exercise of otherwise dispose of, any then outstanding Common Stock Equivalent)Stock, to use its reasonable best efforts to cause each holder of or any other equity security of the Company 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 the Company (other than as part of such Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) 180 days in connection with an IPO (or such shorter period to which the Participating Holders shall agreeotherwise, 90 days) shall have elapsed from the pricing effective date of such offering (in each case plus customary seventeen (17) day lockup extension periods)previous registration; and Splitco 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 purchased from Splitco at any time other than in a public offering to so agreesecurities.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, (i) to 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 and 2.2, each Holder of Registrable Securities agrees not to sellTransfer, transfer or otherwise dispose ofincluding, including without limitation, 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 Registrable Securities (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) day lockup extension periods) or such shorter period as from 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 effective date 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 registration statement (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-8 or any successor or similar form that is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent)options, warrants, rights or other securities convertible into or exchangeable or exercisable for Registrable Securities or on Form S-4 or any successor or similar form that is then in effect for a merger, acquisition or other transaction and related distributions of securities) to use its reasonable best efforts to cause each holder holder, directly or indirectly, of at least 1% of any equity security or any security convertible into or exchangeable or exercisable for any equity security Share Capital of Splitco the Company purchased from Splitco the Company at any time other than in a public offering so to agree); and (ii) provided that with respect to the extent requested in writing by a managing underwriter of any underwritten public offering registrations 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 Section 2.2, each Holder of Registrable Securities shall only be required to agree to one such period of restriction on Transfer in any 365-day period. (b) The Company hereby agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 hereof or postponed pursuant to Section 3.4 hereof, and if such previous registration shall not have been withdrawn or abandoned, the exercise of piggyback rights under Section 2.2 hereof), it will Company shall not sell Transfer any Splitco Common Stock Registrable Securities (other than as part of such underwritten public offering, a registration on Form S-8 or any successor or similar form that is then in effect or upon the conversion, exchange or exercise of any then outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for Registrable Securities or on Form S-4 or any successor or similar form that is then in effect for a merger, acquisition or other transaction and related distributions of securities) during the time period reasonably requested by the managing underwriter, which period shall not to exceed ninety (90) 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (i) then in effect or (ii) 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 Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering (in each case plus customary seventeen (17) day lockup extension periods); and Splitco shall (i) so provide in any the 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 purchased from Splitco at any time other than in a public offering to so agreestatement.

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 toto (180 days in the case of the Company’s initial public equity offering). (b) The Company hereby agrees that, provided, that (x) such shorter period if it shall apply to all Holders who are subject to such period and (y) if previously have received 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 request for registration pursuant to a Special Registration Statement which is (A) then in effect Section 2.1 or (B) 2.2, and if such previous registration shall become effective upon not have been withdrawn or abandoned, the conversionCompany shall not sell, exchange transfer, or exercise of otherwise dispose o any then outstanding Common Stock Equivalent)Stock, to use its reasonable best efforts to cause each holder of or any other equity security of the Company 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 the Company (other than as part of such Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) 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 Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering previous registration (180 days in each the case plus customary seventeen (17) day lockup extension periodsof the Company’s initial public equity offering); and Splitco 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 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 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. (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (ix) then in effect or (iiy) 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, but 180 days in the case of the IPO) shall have elapsed from the pricing date of such offering (in each case plus customary seventeen (17) day lockup extension periods); and Splitco 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 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 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). (b) Splitco The Company hereby agrees that, in connection with an offering effected pursuant to Section 2.1 (including any Shelf Underwriting or 2.2Underwritten Block Trade), Splitco Section 2.2 (including any Company Shelf Underwriting or Company Underwritten Block Trade), or the IPO, the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offering, underwritten offering or other than pursuant to a Special Registration Statement registration on Form S-4 or Form S-8 or any similar or successor forms which is (ix) then in effect or (iiy) 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 Participating Holders managing underwriter shall agree, but one hundred eighty (180) days in the case of the IPO) shall have elapsed from the pricing date of such offering (in each case plus customary seventeen (17) day lockup extension periods)offering; and Splitco 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 purchased from Splitco at any time other than in a public offering to so agreesecurities.

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 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) 180 days (plus any required seventeen (17) day lockup extension periods) or such shorter period as and 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 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) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety 90 days. (90b) days The Company hereby agrees that, if it shall previously have received a request for registration (plus any required seventeen (17other than a shelf registration) 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 Section 2.1 or (B) 2.2, and if such previous registration shall become effective upon not have been withdrawn or abandoned, the conversionCompany shall not sell, exchange transfer, or exercise of otherwise dispose of, any then outstanding Common Stock Equivalent)Stock, to use its reasonable best efforts to cause each holder of or any other equity security of the Company 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 the Company (other than as part of such Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) 90 days (or such shorter period to which the Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering (in each case plus customary seventeen (17) day lockup extension periods)previous registration; and Splitco 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 purchased from Splitco at any time other than in a public offering to so agreesecurities.

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). (b) Splitco hereby Notwithstanding anything in this Agreement to the contrary, each Holder of Registrable Securities who is actively employed by the Company or any of its subsidiaries at any time during the period commencing on the date hereof and ending on the date of any underwritten offering, acknowledges and agrees thatthat he/she may be subject to a black-out period of longer duration than that applicable to the Investors in respect of such underwritten offering. If requested by the managing underwriter or underwriters of any such underwritten offering, such holders shall execute a separate agreement to the foregoing effect. (c) Notwithstanding anything in connection with an offering pursuant this Agreement, none of the provisions of this Agreement shall in any way limit Gxxxxxx Sxxxx or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business. (d) Notwithstanding anything to the contrary set forth in this Agreement, the restrictions contained in this Section 2.1 or 2.2, Splitco 3.8 shall not sell, transfer, or otherwise dispose of, any Splitco apply to Common Stock, Stock or any other equity security of Splitco or any security securities convertible into or exercisable or exchangeable or exercisable for any equity security of Splitco (other than as part of such Public Offering, or other than pursuant to a Special Registration Statement which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) days (acquired by Gxxxxxx Sachs or such shorter period to which the Participating Holders shall agree) shall have elapsed from the pricing date of such offering (in each case plus customary seventeen (17) day lockup extension periods); and Splitco 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 Affiliate or any security convertible into New Investor following the effective date of the first registration statement of the Company covering Common Stock (or exchangeable or exercisable for any equity security other securities) to be sold on behalf of Splitco purchased from Splitco at any time other than the Company in a an underwritten public offering to so 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, subject to customary exceptions, 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 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 (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 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 not, subject to customary exceptions, 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). (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (ix) then in effect or (iiy) 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 seventeen (17) day lockup extension periods)offering; and Splitco 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 agree.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agreesseller of Registrable Securities agrees that, (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 2.15.1, 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 180 days, and the Company hereby (90i) 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 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 is (A) then in effect or (B) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), ) and (ii) agrees to use its commercially 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) . Each seller of Registrable Securities also agrees that, 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)account, 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 30 days. CUSIP No. 00000X000 Schedule 13D Page 43 of 55 (90b) days (plus any required seventeen (17) day lockup extension periods) or such shorter period as The Company hereby agrees that, to 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 extent requested in writing by a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii)underwriter, all other Holders shall be released from their obligations under this Section 2.7(a)(ii)if any, 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 registration effected pursuant to Section 5.1, if it shall previously have received a Special Registration Statement which is (A) then in effect request for registration pursuant to Section 5.1, and if such previous registration shall not have been withdrawn or (B) abandoned, the Company shall become effective upon the conversionnot sell, exchange transfer, or exercise of otherwise dispose of, any then outstanding Common Stock Equivalent)Stock, to use its reasonable best efforts to cause each holder of or any other equity security of the Company 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 the Company (other than as part of such Public Offeringunderwritten public offering, a registration on Form S-4 or other than pursuant to a Special Registration Statement Form S-8 or any successor or similar form which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) 90 days (or such shorter period to which the Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering (in each case plus customary seventeen (17) day lockup extension periods); and Splitco 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 purchased from Splitco at any time other than in a public offering to so agreeprevious registration.

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 any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 or 2.2, 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) 180 days (plus any required seventeen (17) day lockup extension periods) or such shorter period as the managing underwriter shall agree to, a "Lock-up"); provided, however, that (x) such shorter period each Holder shall apply not be required to all Holders who be subject to a Lock-up unless the Company and its executive officers and directors 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 substantially similar provision (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), . The Company agrees to use its reasonable best efforts to cause each holder Holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of Splitco purchased from Splitco the Company sold or issued by the Company at any time hereafter other than in a public offering so offering, which Holder owns more than 2% of the outstanding equity securities of the Company (on an as converted basis), to agree); and (ii) agree to be bound to a substantially similar Lock-up in the extent requested in writing by a managing underwriter event of any an 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 registration pursuant to the exercise of piggyback rights under Section 2.2 hereof)2.1 or 2.2. (b) The Company hereby agrees that, if it will not sell any Splitco Common Stock shall previously have received a request for registration (other than as part of a shelf registration) pursuant to Section 2.1 or 2.2, and if such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period previous registration shall not exceed ninety (90) days (plus have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, any required seventeen (17) day lockup extension periods) Common Stock, 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 of the Company 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). (b) Splitco hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, Splitco shall not sell, transfer, or otherwise dispose of, 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 the Company (other than as part of such Public Offeringunderwritten public offering, common stock issued in connection with the acquisition of a business or other than pursuant to assets, a Special Registration Statement registration on Form S-4 or Form S-8 or any successor or similar form which is (i) then in effect or (ii) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) 90 days (or such shorter period to which the Participating Holders shall agree) shall have elapsed from the pricing effective date of such offering registration or such longer period (in not to exceed 180 days) as each case plus customary seventeen (17) day lockup extension periodsHolder of Registrable Securities is required to agree to pursuant to Section 2.7(a); and Splitco 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 purchased from Splitco at any time other than in a public offering to so agree.

Limitations on Sale or Distribution of Other Securities. (a) Each Bisnode 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 initiated by an Existing Holder pursuant to Section 2.12.1 of the Existing Registration Rights Agreement, not to, subject to customary exceptions, 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 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)(i2.6(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i2.6(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 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 Bisnode Holders is selling Splitco Common Stock pursuant to the exercise of piggyback rights under Section 2.2 2.1 hereof), it will not not, subject to customary exceptions, 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, 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)(ii2.6(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii2.6(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). (b) Splitco The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.22.1, Splitco the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offering, or other than pursuant to a Special Registration Statement which is (ix) then in effect or (iiy) 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 seventeen (17) day lockup extension periods)offering; and Splitco 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 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 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 (b) Splitco The Company hereby agrees that, in connection with an offering effected pursuant to Section 2.1 (including any Shelf Underwriting or 2.2Underwritten Block Trade), Splitco Section 2.2 (including any Company Shelf Underwriting or Company Underwritten Block Trade), or the IPO, the Company shall not sell, transfer, or otherwise dispose of, 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 Public Offering, underwritten offering or other than pursuant to a Special Registration Statement registration on Form S-4 or Form S-8 or any similar or successor forms which is (ix) then in effect or (iiy) 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 Participating Holders managing underwriter shall agree, but one hundred eighty (180) days in the case of the IPO) shall have elapsed from the pricing date of such offering (in each case plus customary seventeen (17) day lockup extension periods)offering; and Splitco 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 purchased from Splitco at any time other than in a public offering to so agreesecurities.