Common use of Lock-Up Agreement Clause in Contracts

Lock-Up Agreement. Each Member hereby agrees that in connection with an Initial Public Offering, and upon the request of the managing underwriter in such offering, such Member shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliates.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial the initial Public OfferingOffering of the Company’s Securities, and upon the request of the managing underwriter in such offering, such Member shall notholder will not lend, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities Securities of the IPO Entity)Company held immediately prior to the effectiveness of the registration statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, Securities of the Company (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions , but excluding shares of this Section 11.5(c) shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering or other offering if otherwise permittedregistration), and shall in each case, without the prior written consent of such underwriter, for such period of time as may be applicable requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter to the Members only if all Directors and Officers extent required to comply with Rule 5110 of the Company and all Members owning more than 1% Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon the agreement of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute officers, directors and deliver such other agreements as may be reasonably requested by greater than one percent 1% stockholders of the Company or the managing underwriter which are consistent with the foregoing or which are necessary (calculated on a fully-diluted, as-converted to give further effect theretoCommon Shares basis) to be bound to terms similar to those contained in this Section 11. Notwithstanding anything to the contrary contained in this Section 11.5(c)11, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 11 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) % of the Company’s outstanding Units Securities of the Company (or the IPO Entity’s equivalent common equity securitiescalculated on an as-converted to Common Share basis). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliates.

Lock-Up Agreement. Each Member hereby agrees that in In connection with an Initial Public Offering, the initial public offering of any capital stock of the Company and upon the request of the Company or the underwriters managing underwriter such offering of the Company’s capital stock, Holder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in such offeringthe registration, such Member shall not, if any) without the prior written consent of the Company or such managing underwriterunderwriters, during as the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (case may be, for such period of time (not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge from the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership closing of such securitiesoffering, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or such managing underwriters, and to execute an agreement reflecting the foregoing as may be requested by the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything underwriters prior to the contrary contained in this Section 11.5(cCompany’s initial public offering. In addition, upon request of the Company or the underwriters managing a public offering of the Company’s securities (other than the initial public offering), each Member shall Holder hereby agrees to be releasedbound by similar restrictions, pro rataand to sign a similar agreement, from any in connection with no more than one additional registration statement filed within 12 months after the closing date of the initial public offering, provided that the duration of the lock-up period with respect to such additional registration shall not exceed 90 days from the closing of such additional offering. Notwithstanding the foregoing, the Company shall use its commercially reasonable efforts to cause any such agreement entered into pursuant to this Section 11.5(c) contain a phased release from the lock-up period contained in the event and to agreement based on the extent that the managing underwriter or the Company permit any discretionary Company’s achievement of certain performance milestones. Any waiver or termination of the restrictions of any lock-up agreement pertaining or all of such agreements by the Company or the managing underwriters shall apply to any Director, Officer or holder all securityholders subject to such agreements pro rata based on the number of greater than one percent (1%) shares subject to such agreements. The underwriters of the Company’s outstanding Units (or stock are intended third-party beneficiaries of this Section 3(f) and shall have the IPO Entity’s equivalent common equity securities). Notwithstanding right, power and authority to enforce the foregoing and for the avoidance provisions of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesthis Section 3(f) as though they were parties to this Agreement.

Lock-Up Agreement. (a) Each Member Stockholder hereby agrees that in connection with an Initial Public Offering, and upon the request of the managing underwriter in such offering, such Member shall it will not, without the prior written consent of such the Company or the managing underwriter, if any, during the period commencing 180 days prior to on the effective date of such registration the final prospectus relating to a public offering of the Company’s equity securities and ending on the date specified by such the Company or the managing underwriter underwriter, if any (such period not to exceed 180 three hundred sixty-five (365) days), (i) lend, offer, pledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents any securities convertible into or exercisable or exchangeable for Common Stock (including whether such shares or any equity such securities of are then owned by the IPO EntityStockholder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units Common Stock or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included underwriters, if any, in connection with any such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or equity securities and the IPO Entity’s equivalent common equity securities) Investors are subject intended third-party beneficiaries of this Section 1 and shall have the right, power and authority to enforce the same restrictionsprovisions hereof as though they were a party hereto. Each Member Stockholder further agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which such underwriters, if any, that are consistent with the foregoing this Section 1 or which that are necessary to give further effect thereto. Notwithstanding anything . (b) In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the contrary contained in this Section 11.5(c), Common Stock of each Member Stockholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. (c) Each Stockholder agrees that a legend reading substantially as follows shall be releasedplaced on all certificates representing all equity securities of each Stockholder: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, pro rataAS AMENDED, from any lockAS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesUP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.”

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offering, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 one hundred eighty (180) days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)Registration Statement for such offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2(a), Section 2(b), Section 2(c) or other offering if otherwise permittedSection 3(a), and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 1% five percent (5%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one five percent (15%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member Stockholder hereby agrees that in connection with an Initial Public Offering, and upon the request any registration of securities of the managing Company relating to an underwritten offering thereof to the general public, to the extent requested by the Company or the underwriter in of such offering, such Member Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, without the prior written consent of whether or not such managing underwriter, during the period commencing 180 days prior to the effective date of Stockholder is participating in such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledgeregistration, sell, contract to sell, grant any option or contract right to purchase, purchase any option or contract to selllend, hedge the beneficial ownership of or otherwise dispose ofpledge, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such securitiesregistration) without the prior written consent of the Company or the applicable underwriters, whether as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such transaction described offering, such Stockholder shall enter into a lock-up agreement in clause the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) above is terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be settled by delivery third-party beneficiaries of Units or Unit Equivalents (including equity securities of this Section 2(j) and such beneficiaries shall be entitled to enforce the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not apply be deemed to sales of securities to be included prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesunderwritten offering.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company's Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 thirty (30) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), ninety (i90) days in the case of any registration) (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for shares of Common Stock (including whether such shares or any equity such securities of are then owned by the IPO EntityHolder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 3 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering or other offering if otherwise permitted, pursuant to Section 2(a) and shall be applicable to the Members holder of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 1% ten (10%) percent of the Company’s 's outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)3, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 3 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent ten (110%) percent of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby DARA agrees that in connection with an Initial Public Offeringthat, and upon at the request of the managing underwriter underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such offeringLock-Up Agreement, such Member DARA will agree that it shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending beginning on the date specified by such managing underwriter (such period not of the prospectus for the delivery of shares of Common Stock pursuant to exceed 180 days), the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly any shares of Common Stock or indirectly, any Units or Unit Equivalents Derivative Securities; (including any equity securities of the IPO Entity), or (iib) enter into any swap or other arrangement that transfers to anotheranother Person, in whole or in part, any of the economic consequences of ownership of such securitiesshares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units shares of Common Stock or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 11.5(c) 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall not apply to sales be of securities to be included in such Initial Public Offering any force or other offering if otherwise permittedeffect, and no such transfer shall be applicable to made or recorded on the Members only if all Directors and Officers books of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictionsSVI. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained DARA acknowledges that its covenants in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered 8.2 are a material inducement for SVI to enter into pursuant to this Section 11.5(c) in the event Agreement and to consummate the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesContemplated Transactions.

Lock-Up Agreement. Each Member Warrantholder hereby agrees that not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the underlying securities issuable upon exercise of this Warrant for a period of up to 180 days after a firm commitment underwritten initial public offering of the Company, other than a transfer or distribution to Landlord, to any partner of Landlord, or to any affiliate of Warrantholder, of Landlord or of any such partner of Landlord, and then only so long as such transferee agrees in writing to be bound by the restrictions set forth in this Section and so long as the number of any such partners or affiliates who are transferees or distributees does not exceed five (5) in the aggregate (a "Permitted Transfer"). Moreover, in connection with an Initial Public Offeringany registration of the Company's securities, and upon the request of the Company or the underwriters managing underwriter any underwritten offering of the Company's securities, Warrantholder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any underlying securities issued or issuable upon exercise of this Warrant (other than those included in such offering, such Member shall not, the registration or other than a Permitted Transfer) without the prior written consent of the Company or such managing underwriterunderwriters, during as the case may be, for such period commencing of time (not to exceed 180 days prior to days) from the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent underwriters may specify. Furthermore, Warrantholder hereby agrees and consents to the entry of stop transfer instructions with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to Company's transfer agent against the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination transfer of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) underlying securities issuable upon exercise of the Company’s outstanding Units (or Warrant held by the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall Warrantholder except in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anticompliance with this Lock-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesUp Agreement.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany registered offering of the Common Units or other equity securities of the Partnership, and upon the request of the managing underwriter in such offering, if, after giving effect to the disposition of Common Units in such Member offering the holder of such Registrable Securities would continue to own at least 10% of the total number of outstanding Common Units, such holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 10 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysdays without the prior written consent of a majority of the holders of Registrable Securities to be included in such offering), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Common Units or Unit Equivalents any securities convertible into, exercisable for or exchangeable for Common Units (including whether such units or any equity such securities of are then owned by the IPO Entityholder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2 or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictionsSection 3(a). Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company Partnership or the managing underwriter which that are consistent with the foregoing or which that are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company Partnership permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted holders participating in the ordinary course of business of such Member or its Affiliatesapplicable offering.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany registered offering of Common Stock or other equity securities of the Company, and upon the request of the managing underwriter in such offering, if, after giving effect to the disposition of Common Stock in such Member offering such holder of such Registrable Securities would continue to own at least 10% of the total number of outstanding shares of Common Stock, such holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 10 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysdays without the prior written consent of a majority of the holders of Registrable Securities to be included in such offering), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for Common Stock (including whether such shares or any equity such securities of the IPO Entityare then owned by such holder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2 or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictionsSection 3(a). Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which that are consistent with the foregoing or which that are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted holders participating in the ordinary course of business of such Member or its Affiliatesapplicable offering.

Lock-Up Agreement. 10.1. Each Member Holder and the Company hereby agrees that in connection with an Initial Public Offeringthat, and upon if so requested by the request representative of the lead or managing underwriter in such offeringunderwriters (the “Managing Underwriter”), such Member Holder and Company shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), Managing Underwriter (i) lend, offer, pledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Units Registrable Securities or Unit Equivalents (including any equity securities of the IPO EntityCompany (whether such shares or any such securities are then owned by the Holder, or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Registrable Securities or such other securities, in cash or otherwise, during the period specified by the Managing Underwriter (the “Market Standoff Period”), with such period not to exceed 10 days prior to the anticipated effective date of such registration statement and 90 days following the effective date of such registration statement. The foregoing provisions Any discretionary waiver or termination of this Section 11.5(c) the restrictions contained in any such agreement by the Company or the underwriter shall not apply to sales all the Holders pro rata, based on the number of securities shares subject to be included such agreements and in such Initial Public Offering or preference over all other offering if otherwise permittedholders (i.e., and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% who are not Holders) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member Holder further agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in the Company’s offering on the same terms of this Section 10.1. 10.2. The Company or the managing underwriter which are consistent may impose stop-transfer instructions with respect to securities subject to the foregoing or which are necessary to give further effect theretorestrictions until the end of such Market Standoff Period. 10.3. Notwithstanding anything The provisions of this Section 10 shall not apply to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from sale of any lock-up agreement entered into shares to an underwriter pursuant to this Section 11.5(c) in the event an underwriting agreement, and shall only be applicable to the extent that the managing underwriter or Holder if all officers, directors and shareholders of the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) holding a percentage of the Company’s outstanding Units (or share capital as determined by the IPO Entity’s equivalent common equity securities)Managing Underwriter, enter into similar agreements. 10.4. Notwithstanding The underwriters in connection with a registration statement so filed are intended to be third party beneficiaries of this Section 10 and shall have the foregoing right, power and for authority to enforce the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit provisions hereof as though they were a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesparty hereto.

Lock-Up Agreement. 14.1.1 Each Member Holder, and any transferee thereof, hereby agrees that in connection with an Initial Public Offeringthat, and upon if so requested by the request Company or any representative of the managing underwriter in such offeringunderwriters (the “Managing Underwriter”), such Member Holders or transferees thereof, shall not, not without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), Managing Underwriter (i) lend, offer, pledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity)Registrable Securities , or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Ordinary Shares or such other securities, in cash or otherwise. , during the period specified by the Company’s Board of Directors at the request of the Managing Underwriter (the “Market Standoff Period”), with such period not to exceed (a) in the case of a registration statement pertaining to the IPO - 180 days following the effective date of such statement; or (b) in the case of a registration statement following the IPO, and as long as the registration rights have not been terminated in accordance with Section 13-90 days following the effective date of such statement. 14.1.2 The Company will use its best efforts to obtain the undertaking of each of the holders of Ordinary Shares of the Company as of the date hereof, and any of their transferees, to act in accordance with the provisions of Section 14.1 hereof. 14.1.3 The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. 14.1.4 The foregoing provisions of this Section 11.5(c) 14 shall not apply to sales the sale of securities any shares to be included in such Initial Public Offering or other offering if otherwise permittedan underwriter pursuant to an underwriting agreement, and shall only be applicable to the Members only Holders if all Directors officers and Officers directors, and greater than two percent (2%) Shareholders of the Company and all Members owning more than 1% enter into similar agreements. None of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained specified in this Section 11.5(c), each Member 14.1.4 shall be released, pro rata, from any lock-up agreement entered into pursuant revised or released without a similar revision or release being effected with respect to all Holders. 14.1.5 The underwriters in connection with the registration statement so filed are intended third party beneficiaries of this Section 11.5(c) in 14 and shall have the event right, power and authority to enforce the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit provisions hereof as though they were a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesparty hereto.

Lock-Up Agreement. 10.1. Each Member Holder and the Company hereby agrees that in connection with an Initial Public Offeringthat, and upon if so requested by the request representative of the lead or managing underwriter in such offeringunderwriters (the “Managing Underwriter”), such Member Holder and Company shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), Managing Underwriter (i) lend, offer, pledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Units Registrable Securities or Unit Equivalents (including any equity securities of the IPO EntityCompany (whether such shares or any such securities are then owned by the Holder, or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Registrable Securities or such other securities, in cash or otherwise, during the period specified by the Managing Underwriter (the “Market Standoff Period”), with such period not to exceed 10 days prior to the anticipated effective date of such registration statement and ninety (90) days following the effective date of such registration statement. The foregoing provisions Any discretionary waiver or termination of this Section 11.5(c) the restrictions contained in any such agreement by the Company or the underwriter shall not apply to sales all the Holders pro rata, based on the number of securities shares subject to be included such agreements and in such Initial Public Offering or preference over all other offering if otherwise permittedholders (i.e., and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% who are not Holders) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member Holder further agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in the Company’s offering on the same terms of this Section 10.1. 10.2. The Company or may impose stop-transfer instructions with respect to securities subject to the managing foregoing restrictions until the end of such Market Standoff Period. 10.3. The provisions of this Section 10 shall not apply to the sale of any shares to an underwriter which pursuant to an underwriting agreement, and shall only be applicable to the Holder if all officers, directors and shareholders of the Company holding a percentage of the Company’s share capital as determined by the Managing Underwriter, enter into similar agreements. 10.4. The underwriters in connection with a registration statement so filed are intended to be third party beneficiaries of this Section 10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 10.5. Each Holder agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with the foregoing this Section 10 or which that are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliates.

Lock-Up Agreement. (a) Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Common Shares, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on until the date specified by such managing underwriter (such period not to exceed 180 90 days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Shares or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Shares held as of immediately before the effective date of the IPO Entity)registration for such offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesRegistrable Securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Shares or such other securities, in cash or otherwise. Notwithstanding anything herein to the contrary, the lock-up under this Section 5(a) shall not apply to the pledge of any Company Securities to any lender of an Investor or any agent acting on such lender’s behalf, including, for the avoidance of doubt, in connection with any exchangeable bonds, and any transfer of Company Securities pursuant to any such lender’s (or agent’s) exercise of remedies in connection with any such pledge. The foregoing provisions of this Section 11.5(c) 5 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering or other offering if otherwise permittedpursuant to Section 4(a), and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 15% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Shares are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)5, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 5 in the event and to the extent that the managing underwriter or the Company permit permits any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 5% of the Company’s outstanding Units (or Common Shares. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 5 and shall have the IPO Entity’s equivalent common equity securities). Notwithstanding right and power to enforce the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit provisions hereof as though they were a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesparty hereto.

Lock-Up Agreement. Each Member hereby Investor agrees that in connection with an Initial a Public Offering, and upon the request of the managing underwriter in such offering, such Member Investor shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers Transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2(a), Section 2(b), Section 2(c) or other offering if otherwise permitted, Section 3(a) and shall be applicable to the Members Investors only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 1% five percent of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member Investor agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member Investor shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one five percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby agrees that (a) In consideration of the issuance of common stock of Acquisition Co. in connection with an Initial Public Offeringexchange for the Subject Shares (the “Acquisition Co. Shares”) to each of the Stockholders pursuant to the terms of the Merger Agreement, and upon of other good and valuable consideration, the request receipt and sufficiency of which are hereby acknowledged, and notwithstanding any registration of the managing underwriter in such offeringAcquisition Co. Shares under the Securities Act of 1933, such Member shall notas amended (the “Securities Act”), without the prior written consent of such managing underwritereach Stockholder agrees that, during the period commencing 180 beginning from the Effective Time (as defined in the Merger Agreement) and continuing for ninety (90) days prior thereafter (as the same may be extended pursuant to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysthis Section 2(a), the “Release Date”) (ithe “Lock-up Period”), each Stockholder will not, directly or indirectly, through an “affiliate” or “associate” (as such terms are defined in the General Rules and Regulations under the Securities Act), a family member or otherwise, (a) offer, pledge, sell, contract to sell, grant pledge, hypothecate, encumber, assign, tender, make any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of short sale or otherwise dispose of, or enter into any contract, or other arrangement or understanding with respect to the sale or other disposition or transfer or grant any rights with respect to any Acquisition Co. Shares, privately or publicly, pursuant to Rule 144 of the General Rules and Regulations under the Securities Act or otherwise, or (b) engage directly or indirectly in any transaction the likely result of which would involve a transaction prohibited by clause (a), except as permitted by Section 2(e) below. Notwithstanding the foregoing provisions of this Section 2(a), at the request of underwriters or the managing underwriter in connection with a proposed transaction or public offering by the Company, each Stockholder will agree to extend the Lock-up Period for a term consistent with the period for which the Chief Executive Officer of Acquisition Co. enters into an agreement imposing on his shares of Acquisition Co. Common Stock similar restrictions on transfer. (b) The foregoing restriction is expressly agreed to preclude each of the Stockholders from engaging in any hedging or other transaction which is designed to, or reasonably expected to lead to, or result in, a sale or disposition of the Acquisition Co. Shares even if such shares would be disposed of by someone other than the Stockholders. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Acquisition Co. Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Acquisition Co. Shares. (c) Each Stockholder further represents and agrees that he has not taken and will not take, directly or indirectly, any Units action which is designed to or Unit Equivalents (including any equity securities which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the IPO Entityprice of any security of Acquisition Co. to facilitate the sale or resale of the Acquisition Co. Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Acquisition Co. Shares or any related securities. (d) Each Stockholder acknowledges and agrees that, prior to the Release Date, any additional Acquisition Co. Shares acquired by such Stockholder, including in connection with the exercise of any options, may not be sold or otherwise transferred, notwithstanding that a registration statement may be effective with respect thereto. (e) Notwithstanding the foregoing restrictions on transfer, each Stockholder may transfer all or any part of his Acquisition Co. Shares (i) to the other Stockholder (provided, however, that no transfer may be in respect of any Contingent Share Rights); (ii) by will or intestacy, (iii) to any trust for the direct or indirect benefit of such Stockholder or the immediate family of such Stockholder, provided that any such transfer shall not involve a disposition for value, or (iiiii) enter in a private transaction prior to the Release Date so long as the acquirer of Acquisition Co. Shares, by written agreement with Acquisition Co. entered into any swap or other arrangement that transfers at the time of acquisition and delivered to another, in whole or in part, any of Acquisition Co. prior to the economic consequences of ownership consummation of such securitiesacquisition, whether any such transaction described in clause (i) or (ii) above is agrees to be settled bound by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwiserestrictions set forth herein. The foregoing provisions For purposes of this Section 11.5(c) letter agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not apply more remote than first cousin. Any Stockholder may pledge Acquisition Co. Shares to sales of securities secure indebtedness incurred by such Stockholder (in such amount as is necessary to pay taxes or estimated taxes related to the Merger), such pledge to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may prior written approval of Acquisition Co., which approval shall not be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesunreasonably withheld.

Lock-Up Agreement. Each Member hereby Holder agrees that in connection with an Initial Public Offeringany registered offering of Common Shares or other Equity Securities, and upon the request of the managing underwriter in such offering, such Member Holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 ten (10) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 90 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units Common Shares or Unit Equivalents any securities convertible into, exercisable for or exchangeable for Common Shares (including whether such shares or any equity such securities of are then owned by the IPO EntityHolder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Shares or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c5.5(e) shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering or other offering if otherwise permittedpursuant to Section 5.5(a), and shall be applicable to the Members Holders only if all Directors officers and Officers directors of the Company and all Members shareholders owning more than 15.0% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Shares are subject to the same restrictions. Each Member Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c5.5(e), each Member Holder shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c5.5(e) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 5.0% of the Company’s outstanding Units Common Shares. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 5.5(e) and shall have the right and power to enforce the provisions hereof as though they were a party hereto. The Company shall not effect any sale registered under the Securities Act or distribution of its equity securities, or any securities convertible into, exercisable for or exchangeable for shares of such securities, during the ten (10) days prior to and during the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten registered offering of Common Shares (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the IPO Entity’s equivalent common equity securitiesCompany pursuant to any employee stock plan or other employee benefit arrangement). Notwithstanding , (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member Securities Act or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activitysuccessor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar activities conducted in plan), unless the ordinary course managing underwriter of business of any such Member or its Affiliatesunderwritten registration otherwise agrees.

Lock-Up Agreement. Each Member hereby agrees that in connection with an Initial Public Offering, and upon the request of the managing underwriter in such offering, such Member shall not, without the prior written consent of such managing underwriter(a) Subject to Section 13(b), during the period commencing 180 days prior to on the effective date of such registration hereof and ending on the first anniversary of the date specified by such managing underwriter (such period not to exceed 180 days)hereof, no Holder shall (i) offersell, pledge, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership otherwise dispose of or otherwise agree to dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the IPO Entity)Exchange Act, with respect to any Registrable Securities or any securities convertible into, or exercisable, or exchangeable for, any Registrable Securities owned by such Person, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Registrable Securities or any securities convertible into, or exercisable, or exchangeable for, Registrable Securities owned by such securitiesPerson, whether any such transaction described is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). (b) above If TDCC determines in good faith, in its sole discretion, that maintaining the TDCC Ownership Percentage as of any date of determination would reasonably be expected to require TDCC and/or any Person affiliated with TDCC to consolidate the results of operations and financial position of the Company and/or any of its Subsidiaries (determined in accordance with GAAP and consistent with the SEC reporting requirements) (a “Consolidation Risk”), TDCC shall notify the Company in writing of such Consolidation Risk, the TDCC Ownership Percentage that is, in TDCC’s sole discretion, necessary to remediate such Consolidation Risk, and its plan to remediate such Consolidation Risk (a “Consolidation Notice”). The Company shall have a period of twenty (20) Business Days following the date of the Consolidation Notice (such period, the “Company Remediation Period”) to engage, with the prior written consent of TDCC (not to be unreasonably withheld), in transactions that would reduce the TDCC Ownership Percentage to a level that remediates the Consolidation Risk. In the event that TDCC determines that the Consolidation Risk remains following the Company Remediation Period, notwithstanding Section 13(a) and solely to the extent needed to remediate the Consolidation Risk (as determined by TDCC, in its sole discretion), TDCC shall have the right to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Registrable Securities or any securities convertible into, or exercisable, or exchangeable for, any Registrable Securities owned by such Person, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Registrable Securities or any securities convertible into, or exercisable, or exchangeable for, Registrable Securities owned by such Person, whether any such transaction is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted (iii) publicly announce any intention to effect any transaction specified in the ordinary course of business of such Member clause (i) or its Affiliates(ii).

Lock-Up Agreement. Each Member hereby agrees that (a) In consideration of the issuance of common stock of Acquisition Co. in connection with an Initial Public Offeringexchange for the Subject Shares (the “Acquisition Co. Shares”) to each of the Stockholders pursuant to the terms of the Merger Agreement, and upon of other good and valuable consideration, the request receipt and sufficiency of which are hereby acknowledged, and notwithstanding any registration of the managing underwriter in such offeringAcquisition Co. Shares under the Securities Act of 1933, such Member shall notas amended (the “Securities Act”), without the prior written consent of such managing underwritereach Stockholder agrees that, during the period commencing 180 beginning from the Effective Time (as defined in the Merger Agreement) and continuing for ninety (90) days prior thereafter (as the same may be extended pursuant to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysthis Section 2(a), the “Release Date”) (ithe “Lock-up Period”), each Stockholder will not, directly or indirectly, through an “affiliate” or “associate” (as such terms are defined in the General Rules and Regulations under the Securities Act), a family member or otherwise, (a) offer, pledge, sell, contract to sell, grant pledge, hypothecate, encumber, assign, tender, make any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of short sale or otherwise dispose of, or enter into any contract, or other arrangement or understanding with respect to the sale or other disposition or transfer or grant any rights with respect to any Acquisition Co. Shares, privately or publicly, pursuant to Rule 144 of the General Rules and Regulations under the Securities Act or otherwise, or (b) engage directly or indirectly in any transaction the likely result of which would involve a transaction prohibited by clause (a), except as permitted by Section 2(e) below. Notwithstanding the foregoing provisions of this Section 2(a), at the request of underwriters or the managing underwriter in connection with a proposed transaction or public offering by Acquisition Co., each Stockholder will agree to extend the Lock-up Period for a term consistent with the period for which the Chief Executive Officer of Acquisition Co. enters into an agreement imposing on his shares of Acquisition Co. Common Stock similar restrictions on transfer. (b) The foregoing restriction is expressly agreed to preclude each of the Stockholders from engaging in any hedging or other transaction which is designed to, or reasonably expected to lead to, or result in, a sale or disposition of the Acquisition Co. Shares even if such shares would be disposed of by someone other than the Stockholders. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Acquisition Co. Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Acquisition Co. Shares. (c) Each Stockholder further represents and agrees that he has not taken and will not take, directly or indirectly, any Units action which is designed to or Unit Equivalents (including any equity securities which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the IPO Entityprice of any security of Acquisition Co. to facilitate the sale or resale of the Acquisition Co. Shares, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Acquisition Co. Shares or any related securities. (d) Each Stockholder acknowledges and agrees that, prior to the Release Date, any additional Acquisition Co. Shares acquired by such Stockholder, including in connection with the exercise of any options, may not be sold or otherwise transferred, notwithstanding that a registration statement may be effective with respect thereto. (e) Notwithstanding the foregoing restrictions on transfer, each Stockholder may transfer all or any part of his Acquisition Co. Shares (i) to the other Stockholder (provided, however, that no transfer may be in respect of any Contingent Share Rights); (ii) by will or intestacy, (iii) to any trust for the direct or indirect benefit of such Stockholder or the immediate family of such Stockholder, provided that any such transfer shall not involve a disposition for value, or (iiiii) enter in a private transaction prior to the Release Date so long as the acquirer of Acquisition Co. Shares, by written agreement with Acquisition Co. entered into any swap or other arrangement that transfers at the time of acquisition and delivered to another, in whole or in part, any of Acquisition Co. prior to the economic consequences of ownership consummation of such securitiesacquisition, whether any such transaction described in clause (i) or (ii) above is agrees to be settled bound by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwiserestrictions set forth herein. The foregoing provisions For purposes of this Section 11.5(c) letter agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not apply more remote than first cousin. Any Stockholder may pledge Acquisition Co. Shares to sales of securities secure indebtedness incurred by such Stockholder (in such amount as is necessary to pay taxes or estimated taxes related to the Merger), such pledge to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may prior written approval of Acquisition Co., which approval shall not be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesunreasonably withheld.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company’s Common Stock or other equity securities, and upon the written request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 ten (10) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysninety (90) days in the case of any registration), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)registration statement for such offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2(a), Section 2(b) or other offering if otherwise permittedSection 3(a), and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 15% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 5% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. 9.1. Each Member Holder and the Company hereby agrees that in connection with an Initial Public Offeringthat, and upon if so requested by the request representative of the managing underwriter in such offeringunderwriters (the “Managing Underwriter”), such Member Holder and Company shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), Managing Underwriter (i) lend, offer, pledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Units Registrable Securities or Unit Equivalents (including any equity securities of the IPO EntityCompany (whether such shares or any such securities are then owned by the Holder, or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Registrable Securities or such other securities, in cash or otherwise, during the period specified by the Managing Underwriter (the “Market Standoff Period”), with such period not to exceed (a) in the case of the Company’s first underwritten offering of its Ordinary Shares following the registration of the Company’s Ordinary Shares under Section 12(g) of the Exchange Act — 180 days following the effective date of such registration statement; or (b) in the case of a registration statement thereafter — 90 days following the effective date of such registration statement. Any discretionary waiver or termination of the restrictions contained in any such agreement by the Company or the underwriter shall first apply to the Holders of Registrable Securities, which shall have preference over all other holders of the Company’s securities to register and sell the shares to be registered within such waiver or termination of restrictions. 9.2. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. 9.3. The foregoing provisions of this Section 11.5(c) 9 shall not apply to sales the sale of securities any shares to be included in such Initial Public Offering or other offering if otherwise permittedan underwriter pursuant to an underwriting agreement, and shall only be applicable to the Members only Holder if all Directors officers, directors and Officers shareholders of the Company and all Members owning more than 1% holding a percentage of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements share capital as may be reasonably requested determined by the Company or the managing underwriter which Managing Underwriter, enter into similar agreements. 9.4. The underwriters in connection with a registration statement so filed are consistent with the foregoing or which are necessary intended to give further effect thereto. Notwithstanding anything to the contrary contained in be third party beneficiaries of this Section 11.5(c)9 and shall have the right, each Member shall be released, pro rata, from any lock-up agreement entered into pursuant power and authority to this Section 11.5(c) in enforce the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit provisions hereof as though they were a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesparty hereto.

Lock-Up Agreement. Each Member Purchaser hereby agrees that not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the underlying securities issuable upon exercise of its Warrant for a period of up to 180 days after a firm commitment underwritten initial public offering of the Company, other than a transfer or distribution to Landlord, to any partner of Landlord, or to any affiliate of such Purchaser or of Landlord or of any such partner of Landlord, and then only so long as such transferee agrees in writing to be bound by the restrictions set forth in this Section and so long as the number of any such partners or affiliates who are transferees or distributees does not exceed five (5) in the aggregate (a "Permitted Transfer"). Moreover, in connection with an Initial Public Offeringany registration of the Company's securities, and upon the request of the Company or the underwriters managing underwriter any underwritten offering of the Company's securities, each Purchaser hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any underlying securities issued or issuable upon exercise of its Warrant (other than those included in such offering, such Member shall not, the registration or other than a Permitted Transfer) without the prior written consent of the Company or such managing underwriterunderwriters, during as the case may be, for such period commencing of time (not to exceed 180 days prior to days) from the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent underwriters may specify. Furthermore, each Purchaser hereby agrees and consents to the entry of stop transfer instructions with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to Company's transfer agent against the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination transfer of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) underlying securities issuable upon exercise of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall Warrant held by such Purchaser except in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anticompliance with this Lock-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesUp Agreement.

Lock-Up Agreement. (a) Each Member Participating Holder hereby agrees that in connection with an Initial Public Offering, and upon the request of the managing underwriter in such offering, such Member shall notagrees, without the Company’s prior written consent of such managing underwriterconsent, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days)sell or otherwise transfer, (i) offer, pledge, sell, contract to sellmake any short sale of, grant any option or contract to purchase, for the purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectlyenter into any hedging or similar transaction with the same economic effect as a sale, of any Units or Unit Equivalents Registrable Shares during the 180-day period beginning on the Closing Date (including any equity the “Lock-Up Period”). The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restriction until the end of the IPO Entity)Lock-Up Period. (b) Notwithstanding the foregoing, or in compliance with the applicable securities laws and ixxxxxx xxxxxxx policies, the Participating Holders shall be permitted to: (i) engage in transactions relating to securities acquired in open market transactions after the Closing Date; and (ii) enter into any swap trading plan established pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for any sales or other arrangement that transfers dispositions of Registrable Shares during the Lock-Up Period and no public announcement or filing under the Exchange Act is made by or on behalf of such Participating Holder or the Company regarding the establishment of such plan. (c) Holder agrees that, except for any transfer of Consideration Shares by the Holder to anothera Permitted Transferee in accordance with and subject to the terms of this Agreement, in whole it and any Permitted Transferees shall not, and shall cause their respective Affiliates not to, sell, transfer or in part, otherwise dispose of any Consideration Shares at any time after the expiration of the economic consequences of ownership of such securities, whether any such transaction described in clause Lock-Up Period except (i) pursuant to a registered public offering in accordance with Article II or (ii) above is pursuant to be settled by delivery of Units or Unit Equivalents (privately negotiated sales in transactions exempt from the registration requirements under the Securities Act to any Person, including equity securities of the IPO Entity) or such other securitiesPermitted Transferees; provided that, in cash or otherwise. The foregoing provisions the case of this Section 11.5(cclause (ii), as a condition to consummation of a privately negotiated sale to a Person (other than a Permitted Transferee) shall not apply to sales in excess of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units Common Stock (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination excess of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) 5% of the Company’s outstanding Units (Common Stock when taken together with all other privately negotiated sales by the Holder of 1% or less of the IPO EntityCompany’s equivalent common equity securitiesCommon Stock during the preceding 12 month period). Notwithstanding , the foregoing and for Company shall have consented thereto in writing, which consent shall not be unreasonably withheld or delayed, but may be conditioned, including to require a transferee who would be the avoidance holder of doubt5% or more of the Company’s Common Stock following such transfer, it is understood and agreed that nothing contained herein shall in any way limit to sign a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in joinder to this Agreement and/or the ordinary course of business of such Member or its AffiliatesStockholders Agreement.

Lock-Up Agreement. In consideration of the Underwriters' agreement to purchase, and undertake the Offering of, the Common Stock, each Stockholder agrees not to, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise sell or dispose (or announce any offer, sale, offer of sale, contract of sale, pledge, grant of an option to purchase or other sale or disposition) of any Common Stock (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned by a Stockholder in accordance with the rules and regulations of the SEC and shares of Common Stock which may be issued upon exercise of a stock option or warrant) or any securities convertible into or exercisable or exchangeable for such Common Stock in any manner, transfer all or a portion of the economic consequences associated with the ownership of the Common Stock, for a period of 180 days after the effective date of the Registration Statement, other than (i) as a gift or gifts, provided the donee or donees thereof agree in writing to be bound by this Article III, (ii) transfers to a transferor's affiliate, as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), provided the transferee or transferees thereof agree in writing to be bound by this Article III, or (iii) with the prior written consent of Prudential Securities Incorporated. Each Member hereby Stockholder agrees that in connection with an Initial Public Offering, and upon for a period of 180 days after the request effective date of the managing underwriter in such offeringRegistration Statement, such Member shall notStockholder will not exercise any rights that such Stockholder may have to cause the Company to register (under the Securities Act or otherwise) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesPrudential Securities Incorporated.

Lock-Up Agreement. Each Member hereby agrees that in connection with an Initial Public Offering, and upon the request of the managing underwriter in such offering, such Member shall not, without Without the prior written consent of such managing underwriterEvoke, during Xx. XxXxxx, until the period commencing 180 days prior to shares are released from the effective date of such registration restrictions and ending on the date specified by such managing underwriter rights in clauses (such period i) and (ii) as set forth below: (i) agrees not to exceed 180 days), (ix) offer, pledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities shares of common stock of the IPO Entity)Company (the "Common Stock") or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock which may be deemed to be beneficially owned by Xx. XxXxxx in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, "Company Securities") or (iiy) enter into any swap or other arrangement that transfers to another, in whole all or in part, any a portion of the economic consequences of associated with the ownership of such securities, any Company Securities (regardless of whether any of the transactions described in clause (x) or (y) is to be settled by the delivery of Company Securities, in cash or otherwise); and (ii) authorizes the Company to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on the transfer books and records of the Company with respect to any Company Securities for which Xx. XxXxxx is the record holder and, in the case of any such transaction described shares or securities for which Xx. XxXxxx is the beneficial but not the record holder, agrees to cause the record holder to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on such books and records with respect to such shares or securities; provided further, that the restrictions and rights in clause (i) or and (ii) above is shall cease to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers one ninth (1/9th) of the Company and all Members owning more than 1% of the Company’s outstanding Units Securities beneficially owned by Xx. XxXxxx on January 22, 2001 and, thereafter, one ninth (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%1/9th) of the Company’s outstanding Units Company Securities shall be released from the restrictions in clause (or i) on a monthly basis measured from January 22, 2001, until all of the IPO Entity’s equivalent common equity securities). Notwithstanding Company Securities are released from the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesrestrictions set forth herein.

Lock-Up Agreement. Each Member 9.1. The Holder and the Company hereby agrees that in connection with an Initial Public Offeringthat, and upon if so requested by the request representative of the managing underwriter in such offeringunderwriters (the “Managing Underwriter”), such Member the Holder and Company shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), Managing Underwriter (i) lend, offer, pledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Units Registrable Securities or Unit Equivalents (including any equity securities of the IPO EntityCompany (whether such shares or any such securities are then owned by the Holder, or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Registrable Securities or such other securities, in cash or otherwise, during the period specified by the Managing Underwriter (the “Market Standoff Period”), with such period not to exceed 120 days following the effective date of such registration statement. Any discretionary waiver or termination of the restrictions contained in any such agreement by the Company or the underwriter shall first apply to the Holder, which shall have preference over all other holders of the Company’s securities to register and sell the shares to be registered within such waiver or termination of restrictions. 9.2. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. 9.3. The foregoing provisions of this Section 11.5(c) 9 shall not apply to sales the sale of securities any shares to be included in such Initial Public Offering or other offering if otherwise permittedan underwriter pursuant to an underwriting agreement, and shall only be applicable to the Members only Holder if all Directors officers, directors and Officers shareholders of the Company and all Members owning more than 1% holding a percentage of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements 's share capital as may be reasonably requested determined by the Company or the managing underwriter which Managing Underwriter, enter into similar agreements. 9.4. The underwriters in connection with a registration statement so filed are consistent with the foregoing or which are necessary intended to give further effect thereto. Notwithstanding anything to the contrary contained in be third party beneficiaries of this Section 11.5(c), each Member 9 and shall be released, pro rata, from any lock-up agreement entered into pursuant have the right power and authority to this Section 11.5(c) in enforce the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit provisions hereof as though they were a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesparty hereto.

Lock-Up Agreement. 9.1. Each Member Holder and the Company hereby agrees that in connection with an Initial Public Offeringthat, and upon if so requested by the request representative of the managing underwriter in such offeringunderwriters (the "Managing Underwriter"), such Member Holder and Company shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), Managing Underwriter (i) lend, offer, pledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Units Registrable Securities or Unit Equivalents (including any equity securities of the IPO EntityCompany (whether such shares or any such securities are then owned by the Holder, or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Registrable Securities or such other securities, in cash or otherwise, during the period specified by the Managing Underwriter (the "Market Standoff Period"), with such period not to exceed (a) in the case of the Company's first underwritten offering of its Ordinary B Shares following the registration of the Company's Ordinary B Shares under Section 12(g) of the Exchange Act — 180 days following the effective date of such registration statement; or (b) in the case of a registration statement thereafter — 90 days following the effective date of such registration statement. Any discretionary waiver or termination of the restrictions contained in any such agreement by the Company or the underwriter shall first apply to the Holders of Registrable Securities, which shall have preference over all other holders of the Company's securities to register and sell the shares to be registered within such waiver or termination of restrictions. 9.2. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. 9.3. The foregoing provisions of this Section 11.5(c) 9 shall not apply to sales the sale of securities any shares to be included in such Initial Public Offering or other offering if otherwise permittedan underwriter pursuant to an underwriting agreement, and shall only be applicable to the Members only Holder if all Directors officers, directors and Officers shareholders of the Company and all Members owning more than 1% holding a percentage of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements 's share capital as may be reasonably requested determined by the Company or the managing underwriter which Managing Underwriter, enter into similar agreements. 9.4. The underwriters in connection with a registration statement so filed are consistent with the foregoing or which are necessary intended to give further effect thereto. Notwithstanding anything to the contrary contained in be third party beneficiaries of this Section 11.5(c)9 and shall have the right, each Member shall be released, pro rata, from any lock-up agreement entered into pursuant power and authority to this Section 11.5(c) in enforce the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit provisions hereof as though they were a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesparty hereto.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany registered offering of the Common Stock or other equity securities of the Company, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 seven days prior to the effective date of such registration and ending on until the date specified by such managing underwriter (such period not to exceed 180 60 days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)Registration Statement for such offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2 or other offering if otherwise permittedSection 3, and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 15% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 5% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with any registered offering of the Common Stock or other equity securities of the Company that constitutes an Initial Public OfferingIPO, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days 15 Business Days prior to the effective date of such registration and ending on until the date specified by such managing underwriter (such period not to exceed 180 daysdays following the pricing in the case of any registration under the Securities Act), (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Common Stock or any securities convertible into, exercisable for or exchangeable for Common Stock (whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a), Section 2(b), Section 2(c), Section 2(d), or Section 3(a), and shall be applicable to the holders of Registrable Securities only if all executive officer and directors of the Company and all stockholders of the Company’s outstanding shares of Common Stock are subject to the same restrictions. Notwithstanding the foregoing, following any Demand Registration or Piggyback Registration involving an underwritten public offering, the Company shall cause each of its directors and executive officers to enter into customary lock-up agreements with the managing underwriter of such underwritten offering, pursuant to which such holders shall not, without the prior written consent of the managing underwriter, during the 15 Business Days prior to the effective date of such registration and until the date specified by such managing underwriter (such period not to exceed 90 days following the closing of such offering), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for Common Stock (including whether such shares or any equity such securities of are then owned by the IPO Entityholder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions Each holder of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto; provided that, the Preferred Investors shall only be required to enter into lock-up agreements if they are participating in an underwritten Piggyback Shelf Takedown, in which case the Preferred Investors may be required to enter into lock-up agreements that are no more onerous than the lock-up agreements being entered into by other holders of the Company’s outstanding shares of Common Stock in connection with such underwritten Piggyback Shelf Takedown, and only to the extent that Snapdragon Capital Partners and its Affiliates who hold Common Stock, all directors and executive officers of the Company and all holders of five percent (5%) or more of the Company’s outstanding Common Stock (calculated on an as-converted basis) who participate in such underwritten Piggyback Shelf Takedown have entered into such lock-up agreements. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorexecutive officer, Officer director or holder of greater than one percent (1%) % of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance shares of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company's Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 thirty (30) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), ninety (i90) days in the case of any registration) (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units Common Shares or Unit Equivalents any securities convertible into, exercisable for or exchangeable for Common Shares (including whether such shares or any equity such securities of are then owned by the IPO EntityHolder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 3 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering or other offering if otherwise permitted, pursuant to Section 2(a) and shall be applicable to the Members holder of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 1% ten (10%) percent of the Company’s 's outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)3, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 3 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent ten (110%) percent of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member The Stockholder(for itself and each assignee Holder) hereby agrees that in connection with an Initial Public Offering, and upon not to effect any public sale or distribution (including sales pursuant to Rule 144 promulgated under the request Securities Act) of equity securities of the managing underwriter in Company, or any securities convertible or exercisable into or exchangeable for such offering, such Member shall not, without the prior written consent of such managing underwritersecurities, during the 180-day period commencing 180 days prior to beginning on the effective date of such registration the Registration Statement relating to the IPO, and ending during the 180-day period beginning on the effective date specified by such managing underwriter (such period not of any Registration Statement relating to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities underwritten offering of the IPO Entity), or (ii) enter into any swap or other arrangement that transfers to another, Company’s securities in whole or in part, any which Registrable Securities of the economic consequences of ownership of such securitiesStockholderare included; provided, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of that the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c1.3 (i) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement with the Company, (ii) shall not apply to transactions (including any sales of securities to be included in such Initial Public Offering common stock or other offering if otherwise permittedsecurities) relating to shares of common stock or other securities acquired in open market transactions after the completion of the IPO, and (iii) shall only be applicable to the Members only Holder if all Directors each executive officer and Officers director of the Company and all Members owning more than 1% of agrees to similar restrictions. In addition, the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject Stockholder shall, prior to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by IPO, enter into the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any form of lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination underwriters of the restrictions IPO request that the directors, executive officers and other holders of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of DDMG Common Stock enter into in connection with the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities)IPO. Notwithstanding the foregoing and for For the avoidance of doubt, it is understood the provisions of this Section 2.3 and agreed that nothing contained herein shall no other term in any way limit a Member this Agreement or any Affiliate of a Member other agreement entered into or to be entered into by the Company shall prohibit the Stockholder from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted selling its shares in the ordinary course Company pursuant to a private placement or secondary offering with the express written consent of business the lead managers of such Member or its Affiliatesthe Company’s IPO.

Lock-Up Agreement. Each Member hereby agrees that During the period commencing on the Closing Date and throughout the Technology Collaboration Term (as defined in connection with an Initial Public Offeringthe Collaboration Agreement, and upon as amended), including any extension thereof (the request of the managing underwriter in such offering, such Member shall not“Lock-Up Period”), without the prior written consent approval of such managing underwriterthe Board of Directors of the Company, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period Investor shall not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership Dispose of or otherwise dispose transfer any of the shares of Common Stock held by the Investor or any of its Controlled Subsidiaries (together with (1) any shares of Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization and (2) any shares of Common Stock issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, directly or indirectlythe Shares) (the “Lock-Up Securities”), including, without limitation, any Units “short sale” or Unit Equivalents (including any equity securities of the IPO Entity)similar arrangement, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of such securitiesthe Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise; provided, however, that the foregoing shall not prohibit the Investor or its Controlled Subsidiaries from transferring Lock-Up Securities to an Affiliate of the Investor if such transferee Affiliate executes an agreement with the Company to be bound by the restrictions set forth in Section 10.1(a) and Section 10.2. The foregoing provisions Notwithstanding any other provision of this Section 11.5(c) 10.2, this Section 10.2 shall not apply to sales prohibit or restrict any disposition of securities to be included Lock-Up Securities by the Investor in such Initial Public Offering connection with (A) a bona fide tender offer by a Person other than the Investor or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers Company involving a Change of Control of the Company and all Members owning more than 1% that is not opposed by the Company’s Board of Directors (but only after the Company’s filing of a Schedule 14D-9, or any amendment thereto, with the SEC disclosing the recommendation of the Company’s outstanding Units Board of Directors with respect to such tender offer); or (or the IPO Entity’s equivalent common equity securitiesB) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested an issuer tender offer by the Company or Company. For the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in purposes of this Section 11.5(c)Agreement, each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliates.“Change of

Lock-Up Agreement. (a) Each Member Participating Holder hereby agrees that in connection with an Initial Public Offering, and upon the request of the managing underwriter in such offering, such Member shall notagrees, without the Company’s prior written consent of such managing underwriterconsent, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days)sell or otherwise transfer, (i) offer, pledge, sell, contract to sellmake any short sale of, grant any option or contract to purchase, for the purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectlyenter into any hedging or similar transaction with the same economic effect as a sale, of any Units or Unit Equivalents Registrable Shares during the 180-day period beginning on the Closing Date (including any equity the “Lock-Up Period”). The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restriction until the end of the IPO Entity)Lock-Up Period. (b) Notwithstanding the foregoing, or in compliance with the applicable securities laws and xxxxxxx xxxxxxx policies, the Participating Holders shall be permitted to: (i) engage in transactions relating to securities acquired in open market transactions after the Closing Date; and (ii) enter into any swap trading plan established pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for any sales or other arrangement that transfers dispositions of Registrable Shares during the Lock-Up Period and no public announcement or filing under the Exchange Act is made by or on behalf of such Participating Holder or the Company regarding the establishment of such plan. 20 (c) Holder agrees that, except for any transfer of Consideration Shares by the Holder to anothera Permitted Transferee in accordance with and subject to the terms of this Agreement, in whole it and any Permitted Transferees shall not, and shall cause their respective Affiliates not to, sell, transfer or in part, otherwise dispose of any Consideration Shares at any time after the expiration of the economic consequences of ownership of such securities, whether any such transaction described in clause Lock-Up Period except (i) pursuant to a registered public offering in accordance with Article II or (ii) above is pursuant to be settled by delivery of Units or Unit Equivalents (privately negotiated sales in transactions exempt from the registration requirements under the Securities Act to any Person, including equity securities of the IPO Entity) or such other securitiesPermitted Transferees; provided that, in cash or otherwise. The foregoing provisions the case of this Section 11.5(cclause (ii), as a condition to consummation of a privately negotiated sale to a Person (other than a Permitted Transferee) shall not apply to sales in excess of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units Common Stock (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination excess of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) 5% of the Company’s outstanding Units (Common Stock when taken together with all other privately negotiated sales by the Holder of 1% or less of the IPO EntityCompany’s equivalent common equity securitiesCommon Stock during the preceding 12 month period). Notwithstanding , the foregoing and for Company shall have consented thereto in writing, which consent shall not be unreasonably withheld or delayed, but may be conditioned, including to require a transferee who would be the avoidance holder of doubt5% or more of the Company’s Common Stock following such transfer, it is understood and agreed that nothing contained herein shall in any way limit to sign a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in joinder to this Agreement and/or the ordinary course of business of such Member or its AffiliatesStockholders Agreement.

Lock-Up Agreement. Each Member hereby agrees that in connection with an Initial Public Offering, and upon the request of the managing underwriter in such offering, such Member shall not(a) Subject to Section 4(b), without the prior written consent of such managing underwriterGeneral XXXX XX, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days)Stockholders shall not, directly or indirectly (i) offer, pledge, sell, contract to sell, grant sell any option option, right or contract to purchasewarrant for the sale of, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose ofof or transfer any CT Common Stock, directly or indirectlyany other security or other instrument which by its terms is convertible into, exercisable or exchangeable for CT Common Stock, or file any Units or Unit Equivalents (including registration statement under the Securities Act of 1933, as amended, with respect to any equity securities of the IPO Entity), foregoing or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to another, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of such securitiesany CT Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Units CT Common Stock or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing . (b) Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to prohibit any Stockholder from (i) selling or transferring at any time during the Initial Period up to a number of shares of CT Common Stock that does not exceed in the aggregate 10% of the shares of CT Common Stock owned by such Stockholder as of the date hereof ("Lock-Up Liquidity Shares"), (ii) selling or transferring during any full year period within the Restricted Period (as defined below) and thereafter a number of shares of CT Common Stock that does not exceed the cumulative Annual Percentage Limit (as defined below) ("Restricted Period Transferable Shares") plus the number of Lock-Up Liquidity Shares not transferred pursuant to the provisions of clause (i) of this Section 11.5(c4(b), (iii) shall not apply pledging in one or more transaction(s) up to sales such number of securities its shares of CT Common Stock to be included in any nationally recognized financial institution as collateral for a bona fide third party loan or using up to such Initial Public Offering number of its shares of CT Common Stock as collateral for a bona fide third party margin loan with a nationally recognized financial institution or other offering if otherwise permitted, and shall be applicable broker/dealer that is equal to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units maximum number that may be pledged or margined to secure an aggregate debt obligation (loan or the IPO Entity’s equivalent common equity securitiesmargin amount) are subject that does not exceed an amount equal to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested greater of: (A) 33% multiplied by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent aggregate Market Value (1%as defined below) of the Company’s outstanding Units shares of CT Common Stock held by such Stockholder at that time or (B) the product of (x) the percentage obtained by dividing the number of Lock-up Liquidity Shares not transferred pursuant to clause (i) of this Section 4(b) plus the number of Restricted Period Transferable Shares accrued for transfer, but not transferred pursuant to clause (ii) of this Section 4(b), by the total number of shares of CT Common Stock held by such Stockholders as of the date hereof and (y) the aggregate Market Value of the shares of CT Common Stock held by such Stockholder at that time, or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and (iv) subject to Section 10, converting or exchanging shares of CT Common Stock for the avoidance other securities of doubtCT or a successor corporation or entity pursuant to any agreement or plan of recapitalization, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principalingreorganization, merger or sale of substantially all assets. The term "Annual Percentage Limit" means, with respect to any Stockholder, the product obtained by multiplying (i) the total number of shares of CT Common Stock held by such Stockholder as of the date hereof by (ii) a fraction the numerator of which is one (1) and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted the denominator of which is the sum of one (1) plus the total number of full year periods contained in the ordinary course of business of such Member or its AffiliatesInvestment Period for Fund II.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company’s Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 five (5) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 thirty (30) days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for shares of Common Stock (including whether such shares or any equity such securities of are then owned by the IPO EntityHolder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and 3 shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning 10% or more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which that are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)3, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 3 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 10% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. (a) Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company’s Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on until the date specified by such managing underwriter (such period not to exceed 180 90 days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for shares of Common Stock (including whether such shares or any equity such securities of are then owned by the IPO EntityInvestor or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesRegistrable Securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 7 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 5(a) or other offering if otherwise permittedSection 6(a), and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 15% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)7, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 7 in the event and to the extent that the managing underwriter or the Company permit permits any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 5% of the Companyoutstanding Common Stock. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the right and power to enforce the provisions hereof as though they were a party hereto. Notwithstanding anything to the contrary, this Section 7(a) shall not be applicable (A) against any holder of Registrable Securities who was not provided the opportunity to include such holder’s outstanding Units Registrable Securities in such offering pursuant to Section 6(a) or (B) with respect to any Registrable Securities such holder requested to be included in such offering that were not so included pursuant to Section 6(b) or Section 6(c). (b) If any registration pursuant to Section 5 shall be in connection with any underwritten offering, and upon the request of the managing underwriter in such offering, the Company shall not, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and until the date specified by such managing underwriter (such period not to exceed 90 days), effect any public sale or distribution of any Company Securities (other than registration on Form S-8 or S-4 (or any successor form)) for its own account and shall use its reasonable best efforts to cause its directors and senior executive officers to execute and deliver customary lock-up agreements in such form and in such time period up to 90 days as requested by the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesmanaging underwriter.

Lock-Up Agreement. Each Member hereby Investor agrees that in connection with an Initial Public Offeringany registered offering of Equity Securities of the Company, and upon the request of the managing underwriter in such offering, such Member Investor shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 ninety (90) days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise, provided, however, that the foregoing shall not prevent any Investor from exercising the Put Option with respect to its Investor Shares. The foregoing provisions of this Section 11.5(c3.07(g) shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering or other offering if otherwise permittedpursuant to Section 3.07(a), and shall be applicable to the Members Investors only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 1% five percent (5%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member Investor agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c3.07(g), each Member Investor shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c3.07(g) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one five percent (15%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member (a) In the event the Company files a registration statement under the Act, each Investor hereby agrees that in connection with that, during the period of duration specified by the Company and an Initial Public Offering, and upon the request underwriter of common stock or other securities of the managing underwriter Company, following the effective date of a registration statement of the Company filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except common stock included in such registration; provided, however, that: (i) such agreement shall be applicable only to the first two such registration statements of the Company which cover common stock (or other securities) to be sold on its behalf to the public in an underwritten offering; (ii) all officers and directors of the Company and all other persons with registration rights enter into similar agreements; and (iii) such market stand-off time period shall not exceed one hundred eighty (180) days. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Securities of each Investor (and the shares or securities of every other person subject to the foregoing restriction) until the end of such Member period. Notwithstanding the foregoing, the obligations described in this Section 3.10(a) shall notnot apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-14 or Form S-15 or similar forms which may be promulgated in the future. (b) In the event the Company files a final prospectus with securities regulatory authorities in Canada to effectuate a public offering of its securities (a “Canadian Offering”), each Investor agrees that, without the prior written consent of the Company, such managing underwriterconsent not to be unreasonably withheld, during from the period commencing 180 date that is one-hundred eighty (180) days prior to from the effective closing date of such registration and ending on the date specified by such managing underwriter Canadian Offering (such period not to exceed 180 daysthe “Lock-Up Period”), each Investor will not, directly or indirectly (i) offer, pledge, announce the intention to sell, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Units Common Stock of the Company or Unit Equivalents any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including any equity without limitation, Common Stock which may be deemed to be beneficially owned by each Investor in accordance with applicable securities laws and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the IPO Entity“Applicable Securities”), or (ii) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of such securitiesthe Applicable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions restriction is expressly agreed to preclude each Investor from engaging in any hedging or other transaction which is designed to or which could reasonably be expected to lead to or result in a sale or disposition of Applicable Securities even if such securities would be disposed of by someone other than the Investor. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Applicable Securities or with respect to any security that includes, relates to, or derives any significant part of its value from the Applicable Securities. The foregoing restrictions are subject to the following conditions: (i) Each Investor agrees to authorize the Company, during the Lock-Up Period, to cause any transfer agent for the Applicable Securities to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, Applicable Securities for which the Investor is the record holder and, in the case of Applicable Securities for which the Investor is the beneficial but not the record holder, agrees during the Lock-Up Period to cause the record holder, as soon as reasonably practicable after the date hereof, to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, such Applicable Securities. (ii) During the applicable Lock-Up Period, each Investor may, without the consent of the Company’s agent in the Canadian Offering or the Company, transfer, sell or tender any or all of the Applicable Securities pursuant to a take-over bid (as defined in the Securities Act (Ontario)) or any other transaction, including, without limitation, a merger, arrangement or amalgamation, involving a change of control of the Company, provided that: (i) all Applicable Securities not transferred, sold or tendered remain subject to this undertaking; and (ii) it shall be a condition of such transfer, sale or tender that if such take-over bid or other transaction is not completed, any Applicable Securities subject to this undertaking shall remain subject to the restrictions herein. (iii) Subject to Section 11.5(c3.10(b)(iv) below, the foregoing restrictions in Section 3.10(b) shall not only apply to sales seventy-five percent (75%) of securities to be included in such Initial Public Offering or other offering if otherwise permittedthe Applicable Securities held by each Investor. (iv) All officers, directors and shall be applicable to shareholders holding greater than ten percent (10%) of the Members only if all Directors and Officers outstanding shares of Common Stock of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent persons with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member registration rights shall be released, pro rata, from any lock-up agreement have entered into pursuant to this Section 11.5(c) in the event similar agreements, except that all Applicable Securities held by such officers, directors and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of shareholders holding greater than one ten percent (110%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding shares of Common Stock shall be subject to the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesrestrictions.

Lock-Up Agreement. Each Member hereby Holder of Registrable Securities agrees that in connection with an any Initial Public OfferingOffering or any underwritten registered offering of the Common Stock in connection with this Section 6, and solely upon the request of the managing underwriter in such offering, such Member Holder shall notagree not to, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysone hundred and eighty (180) days following the closing of the offering in the case of an Initial Public Offering or ninety (90) days following the closing of the offering in the case of any other underwritten registered offering), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers Transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise; provided, that (A) the foregoing provisions shall only be applicable to Holders if all officers and directors of the Corporation are subject to the same restrictions, (B) no Holder shall be subject to any such restriction period of longer duration than that applicable to any other Person subject to such restrictions and (C) such restrictions shall be subject to customary exceptions typically included in underwriter lock-up agreements, to the extent acceptable to the managing underwriter or underwriters. The foregoing provisions of this Section 11.5(c6(h) shall not apply to sales apply, except in the case of securities to be included in such an Initial Public Offering or other offering if otherwise permittedOffering, and shall be to Holders of Registrable Securities that are not participating in the applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictionsregistered offering. Each Member Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company Corporation or the managing underwriter which that are consistent with the foregoing or which that are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliates.

Lock-Up Agreement. Each Member hereby agrees that In consideration for Coty Parent agreeing to its obligations under this Agreement, each holder of Registrable Securities agrees, in connection with an Initial Public Offeringany underwritten offering made pursuant to a Registration Statement in which such holder is eligible to participate, and including any registration statement pursuant to which such holder of Registrable Securities may have requested to include Registrable Securities pursuant to this Agreement whether or not so requested, upon the written request of the managing underwriter in underwriter(s) of such offering, it will enter into a customary lock-up agreement with such Member shall notmanaging underwriter(s) agreeing not to, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), days from the date of sale of the underwritten offering (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose ofof (including any sale pursuant to Rule 144 or Rule 144A), directly or indirectly, any Units Registrable Securities or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Registrable Securities held immediately before the effectiveness of the IPO Entity)Registration Statement for such offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Registrable Securities or such other securities, in cash or otherwise. The foregoing provisions Each holder of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company Coty Parent or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliates.

Lock-Up Agreement. Each Member hereby agrees that in connection with an Initial Public Offering, and upon Upon the request of the managing underwriter in such offeringany offering subject to this Agreement, such Member Investors shall not, without the prior written consent of such the managing underwriter, during the period commencing 180 days prior to on the effective date of such the registration and ending on the date specified by such the managing underwriter (such period not to exceed 180 daysdays in the case of an IPO or 90 days in the case of any registration under the Securities Act other than an IPO), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)Registration Statement for the offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such the securities, whether any such the transaction described in clause (ia) or (iib) above is to be settled by delivery of Units Common Stock or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering the offering pursuant to Section 2(a), Section 2(b) Section 2(c) or other offering if otherwise permittedSection 3(a), and shall be applicable to the Members Investors only if all Directors officers and Officers directors of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to Investors shall execute and deliver such any other agreements as may be reasonably requested by the Company or the managing underwriter which that are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member Investors shall be released, pro rata, released from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event 4 if and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesdirector.

Lock-Up Agreement. Each Member hereby agrees that in connection with an Initial Public Offeringof Xxxxx Xxxxx, the sole director and officer of Actiga, the Optionholders, and upon the request of Shareholders (the managing underwriter in such offering“Undersigned”) hereby agrees, such Member shall not, without the prior written consent of such managing underwriter, during for the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter Closing Date and expiring on the first anniversary thereof (such period not to exceed 180 daysthe “Lock-up Period”), to use their best efforts not to, directly or indirectly (i) offer, pledge, sell, contract to sell, pledge, grant any option or contract to purchase, purchase make any option or contract to sell, hedge the beneficial ownership of short sale or otherwise dispose of, directly of any Actiga Shares acquired or indirectly, acquirable by the Undersigned pursuant to the terms of this Agreement or any Units or Unit Equivalents (including any equity securities of Actiga Shares previously acquired by the IPO Entity)Undersigned, or (ii) enter into engage directly or indirectly in any swap or other arrangement that transfers to another, in whole or in part, any transaction the likely result of the economic consequences of ownership of such securities, whether any such which would involve a transaction described in prohibited by clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise). The foregoing provisions of this Section 11.5(c) shall not apply restriction is expressly agreed to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to preclude the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member undersigned from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activityhedging or other transaction which is designed to, or similar activities conducted reasonably expected to lead to, or result in, a sale or disposition of the Actiga Shares even if such Actiga Shares would be disposed of by someone other than the Undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Actiga Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Actiga Shares. ; provided, further however, that Amro Xxxxxxx may sell up to 25% of his shares in a private transaction during the ordinary course Lock-up Period. Actiga and QMotions further agree during the Lock-Up Period that Actiga will register the Actiga Shares acquired or acquirable by the Undersigned pursuant to the terms of business this Agreement pursuant to any registration statement on such form as Actiga may be eligible to use to register the resale of such Member or its Affiliatesthe Actiga Shares with the SEC.

Lock-Up Agreement. Each Member hereby agrees that in connection with an Initial Public OfferingFor a period beginning on the date hereof and ending six months after the date hereof (the “Lock-Up Period”), the Stockholders will not, and upon the request will cause each of the managing underwriter in such offeringits Related Transferees not to, such Member shall notdirectly or indirectly, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days)Company, (i) offerexcept (A) in connection with a Company Sale or (B) a pledge of any of the Closing Shares to Comerica Bank, pledgea Texas banking association, as agent, from time to time, sell, offer to sell, contract to sell, hypothecate, pledge, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly contract to dispose of, or indirectlyenter into any transaction that is designed to, or might reasonably be expected to, result in the disposition with respect to, any Units Closing Shares or Unit Equivalents any securities into which such Closing Shares may be converted or for which such Closing Shares may be exchanged pursuant to any business combination transaction, including without limitation any merger, consolidation, sale of assets or share or securities exchange, except for transfers of Closing Shares (including a) to another Stockholder or a Related Transferee of another Stockholder, provided that such Stockholder or Related Transferee of another Stockholder is at the time of such transfer bound by the terms of this Agreement, (b) to a Related Transferee or (b) as a bona fide gift (provided that in the case of any equity securities such transfer (1) the transferee or donee shall execute and deliver an instrument in the form and substance satisfactory to the Company in which it agrees to be bound by the terms of this Agreement as if an original signatory to this Agreement and (2) no filing under Section 16(a) of the IPO EntitySecurities Exchange Act of 1934, as amended, reporting a reduction in beneficial ownership of Closing Shares, shall be required or voluntarily made during the Lock-Up Period), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesClosing Shares or any securities into which or for which such securities have been so converted or exchanged, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Closing Shares or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c, (iii) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable except pursuant to the Members only if all Directors terms and Officers in accordance with the conditions set forth in that certain Registration Rights Agreement, dated as of the date hereof, by and among the Company and all Members owning more than 1% the Stockholders, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Closing Shares or securities convertible into or exercisable or exchangeable for Closing Shares or any other securities of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent provided that the managing underwriter or inclusion of any Closing Shares shall only be permitted with respect to a registration statement that will first be effective after the Company permit any discretionary waiver or termination expiration of the restrictions Lock-Up Period or that shall permit sales of any lock-up agreement pertaining to any Director, Officer Closing Shares on a delayed or holder of greater than one percent (1%) continuous basis at a time after the expiration of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, antiLock-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activityUp Period, or similar activities conducted in (iv) publicly disclose the ordinary course intention to do any of business of such Member or its Affiliatesthe foregoing.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company's Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior on the pricing of any offering pursuant to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysdays in the case of an IPO or 90 days in the case of any registration other than an IPO), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for shares of Common Stock (including whether such shares or any equity such securities of are then owned by the IPO EntityHolder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 3 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering or other offering if otherwise permitted, pursuant to Section 2(a) and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 110% of the Company’s 's outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Notwithstanding anything to the contrary contained in the foregoing, a holder of Registrable Securities may during the period set forth above transfer any of the Registrable Securities (i) by gift or (ii) to family members; provided, however, that any recipient of Registrable Securities pursuant to clauses (i) and (ii) must agree in writing to be bound by the provisions of this Agreement as a condition of such gift or transfer to family members. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)3, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 3 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 10% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby The Investor agrees that in connection with an Initial Public Offeringany registered offering of the Common Stock or other equity securities of the Company, and upon the request of the managing underwriter in such offering, such Member it shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days)underwriter, (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO EntityRegistration Statement for such offering/(whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 5 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2(a), Section 2(b), Section 2(c), Section 2(d) or other offering if otherwise permittedSection 3(a), and shall be applicable to the Members Investor only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 110% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member The Investor agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)5, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 5 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 10% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.