Common use of Lock-Up Agreement Clause in Contracts

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial Public Offering of the Company’s Securities, and upon the request of the managing underwriter in such offering, such holder will not lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Securities of the 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 Securities of the Company (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of securities, in cash or otherwise, but excluding shares of Registrable Securities to be included in such registration), in each case, without the prior written consent of such underwriter, for such period of time as may be 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 extent required to comply with Rule 5110 of the 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 officers, directors and greater than one percent 1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common 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, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 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 officer, director or holder of greater than 1% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis).

Lock-Up Agreement. Each holder of Registrable Securities Member hereby agrees that in connection with the initial an Initial Public Offering of the Company’s SecuritiesOffering, and upon the request of the managing underwriter in such offering, such holder will 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 lendto exceed 180 days), (i) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities Units or Unit Equivalents (including any equity securities of the Company held immediately prior to the effectiveness of the registration statement for such offeringIPO 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 Securities of the Company (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, but excluding shares . The foregoing provisions of Registrable Securities this Section 11.5(c) shall not apply to sales of securities to be included in such registration)Initial Public Offering or other offering if otherwise permitted, in each case, without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter applicable to the extent required to comply with Rule 5110 Members only if all Directors and Officers of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon the agreement Company and all Members owning more than 1% of the Company’s officers, directors outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 1111.5(c), each holder of Registrable Securities Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officerDirector, director Officer or holder of greater than one percent (1% %) of the Company’s outstanding Securities 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 Company (calculated on an as-converted to Common Share basis)ordinary course of business of such Member or its Affiliates.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial an Public Offering of the Company’s SecuritiesOffering, and upon the request of the managing underwriter in such offering, such holder will shall not, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and ending on the date specified by such managing underwriter (such period not lendto exceed one hundred eighty (180) days), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of the Company Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately prior to before the effectiveness of the registration statement 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 2(a), in each caseSection 2(b), without the prior written consent of such underwriterSection 2(c) or Section 3(a), for such period of time as may and shall be requested by such underwriter not applicable to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter to the extent required to comply with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon only if all officers and directors of the agreement Company and all stockholders owning more than five percent (5%) of the Company’s officers, directors outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 114, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than 1% five percent (5%) of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Stock.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial Public Offering any public offering of the Company’s SecuritiesCommon Stock or other equity securities in which such holder is participating, and upon the request of the managing underwriter in such offering, such holder will shall not, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and ending on the date specified by such managing underwriter (such period not lendto exceed 90 days), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of the Company Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock, held immediately prior to before the effectiveness of the 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that such 90-day period may be extended for such period as may be reasonably requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but excluding shares not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto. The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 2(a), in each caseSection 2(b) or Section 3(a), without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not applicable to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter to the extent required to comply with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon only if all officers and directors of the agreement Company and all stockholders owning more than one percent (1%) of the Company’s officers, directors outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 114, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than one percent (1% %) of the outstanding Common Stock. Each holder of Registrable Securities included in the Registration Statement agrees to execute such agreements as may reasonably be requested by the representative of the Company (calculated on an as-converted underwriters that are necessary to Common Share basis)give effect to this Section 4.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial Public Offering any registered offering of Common Stock or other equity securities of the Company’s Securities, and upon the request of the managing underwriter in such offering, if, after giving effect to the disposition of Common Stock in such offering such holder will 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 10 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not lendto exceed 180 days without the prior written consent of a majority of the holders of Registrable Securities to be included in such offering), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities of the Company held immediately prior to the effectiveness of the registration statement Common Stock or any securities convertible into, exercisable for or exchangeable for Common Stock (whether such offeringshares or any such securities are 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 2 or Section 3(a), in each case, without the prior written consent . Each holder of Registrable Securities agrees to execute and deliver such underwriter, for such period of time other agreements as may be reasonably requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by Company or the managing underwriter that are consistent with the foregoing or that are necessary to the extent required to comply with Rule 5110 of the 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 officers, directors and greater than one percent 1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 114, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than 1% of holders participating in the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)applicable offering.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial Public Offering any registered offering of the Company’s SecuritiesCommon 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 offering the holder of such Registrable Securities would continue to own at least 10% of the total number of outstanding Common Units, such holder will shall not, without the prior written consent of such managing underwriter, during the period commencing 10 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not lendto exceed 180 days without the prior written consent of a majority of the holders of Registrable Securities to be included in such offering), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities of Common Units or any securities convertible into, exercisable for or exchangeable for Common Units (whether such units or any such securities are then owned by the Company held immediately prior to the effectiveness of the registration statement for such offeringholder 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 2 or Section 3(a), in each case, without the prior written consent . Each holder of Registrable Securities agrees to execute and deliver such underwriter, for such period of time other agreements as may be reasonably requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by Partnership or the managing underwriter that are consistent with the foregoing or that are necessary to the extent required to comply with Rule 5110 of the 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 officers, directors and greater than one percent 1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 114, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than 1% of holders participating in the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)applicable offering.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in (a) (i) In connection with the initial Public Offering of the Company’s Securitiesan IPO, and upon the request of the managing underwriter in such offering, each Holder agrees; and (ii) in connection with any underwritten public offering of Registrable Securities (including an Underwritten Shelf Take-Down) pursuant to this Agreement after the IPO, and upon the request of the managing underwriter in such holder will not lendoffering, each Holder who is participating in such offering agrees that: such Holder shall not, without the prior written consent of such managing underwriter, during (A) in the case of the IPO, the one hundred and eighty (180) day period beginning on the effective date of the Registration Statement for the IPO or (B) in the case of such underwritten public offering of Registrable Securities after the IPO, the ninety (90) day period or such lesser or longer period as the managing underwriter may agree or otherwise require (but in no event longer than the one hundred and eighty (180) day period, solely to the extent applicable), beginning on the effective date of the applicable Registration Statement, (I) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities or of the Company held immediately prior to the effectiveness of the registration statement any securities convertible into or exchangeable or exercisable for such offeringRegistrable Securities, or (iiII) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Securities of the Company (such securities, whether any such transaction described in clause (iI) or (iiII) above is to be settled by delivery of securitiesRegistrable Securities, in cash or otherwise, but excluding shares . The foregoing provisions of Registrable Securities this SECTION 2.6(a) shall be applicable to be included in the Holders only if all officers and directors of the Company are subject to the same restrictions. Each Holder agrees to execute and deliver such registration), in each case, without the prior written consent of such underwriter, for such period of time other agreements as may be reasonably requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by Company or the managing underwriter which are consistent with the foregoing or which are necessary to the extent required to comply with Rule 5110 of the 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 officers, directors and greater than one percent 1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11SECTION 2.6(a), each holder of Registrable Securities Holder shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 SECTION 2.6(a) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director officer or holder of greater than 1% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)director.

Lock-Up Agreement. Each holder of Registrable Securities Holder agrees that (i) in connection with the initial Public an Initial U.S. Offering and (ii) in connection with any other registered underwritten offering at a time when such Holder holds in excess of 4% of the Company’s Registrable Securities, and and, in each case, upon the request of the managing underwriter in such offering, such holder will Holder shall not, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and ending the date specified By: such managing underwriter (such period not lendto exceed 180 days, in the case of any Initial U.S. Offering or 120 days in the case of any registration other than an Initial U.S. Offering) (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities of the Company held immediately prior to the effectiveness of the registration statement for such offeringShares, 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by By: delivery of Shares or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 2(a), Section 2(b) or Section 3(a), and shall be applicable to Holders only if (i) in each caseconnection with an Initial U.S. Offering, without all shareholders (including the prior written consent Holders) and (ii) in connection with any other registered underwritten offering, all shareholders (other than the Holders) owning more than 4% of the Company's outstanding Shares are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such underwriter, for such period of time other agreements as may be reasonably requested by such underwriter not to exceed 180 days after By: the effective date of such registration (subject to extension by Company or the managing underwriter which are consistent with the foregoing or which are necessary to the extent required to comply with Rule 5110 of the 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 officers, directors and greater than one percent 1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 114, each holder of Registrable Securities Holder shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than 1% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Shares.

Lock-Up Agreement. Each holder of Registrable Securities Holder agrees that in connection with the initial Public Offering any public offering of the Company’s SecuritiesCommon Stock or other equity securities in which such Holder is participating, and upon the request of the managing underwriter in such offering, such holder will Holder shall not, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and ending on the date specified by such managing underwriter (such period not lendto exceed 90 days), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of the Company Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock, held immediately prior to before the effectiveness of the 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 4 shall be applicable to the Holders only if all officers and directors of the Company and all stockholders owning more than one percent of the Company’s outstanding Common Stock are subject to the same restrictions and shall not apply to a transfer that is (i) a sale of Registrable Securities to be included in such registrationoffering pursuant to Section 2(a), in each caseSection 2(b) or Section 3(a), without the prior written consent of such underwriter, for such period of time as may be requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter ii) pursuant to the extent required to comply with Rule 5110 exercise or conversion of securities of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon the agreement Company or any subsidiary of the Company; (iii) a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth in this Section 4; (iv) to any Affiliate of the applicable Holder, which Affiliate is a controlling person of such Holder or a person or entity controlled by such Holder, provided that the transferee agrees to be bound in writing by the restrictions set forth in this Section 4; (v) to any trust for the direct or indirect benefit of the applicable Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in this Section 4; (vi) as an indirect or direct distribution to stockholders, partners or members of the Holder, provided that such stockholders, partners or members agree to be bound in writing by the restrictions set forth in this Section 4; (vii) any transfer required under any benefit plans or the Company’s officersamended and restated bylaws; (viii) required by participants in the Company’s stock incentive plan in order to reimburse or pay federal income tax and withholding obligations in connection with vesting of restricted stock grants or the exercise of stock options or warrants; (ix) collateral for any loan, directors and greater than one percent 1% stockholders provided that the lender agrees in writing to be bound by the restrictions set forth in this Section 4; or (x) in or in connection with any merger, consolidation, combination or sale of all or substantially all the assets of the Company (calculated on a fully-diluted, as-converted where all the shareholders will receive equal consideration for their interests and in or in connection with any tender offer or other offer to Common 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, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 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 officer, director or holder of greater than 1purchase at least 90% of the outstanding Securities Common Stock of the Company (calculated on an as-converted to Common Share basis)Company.

Lock-Up Agreement. (a) Each holder of Registrable Securities agrees that in connection with the initial Public Offering any public offering of the Company’s SecuritiesCommon Shares, and upon the request of the managing underwriter in such offering, such holder will 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 lendto exceed 90 days), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of Common Shares or any securities convertible into, exercisable for or exchangeable for shares of Common Shares held as of immediately before the Company held immediately prior to the effectiveness effective date of the 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 Securities of the Company (such Registrable Securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. Notwithstanding anything herein to the contrary, but excluding shares 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 5 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 4(a), in each case, without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not applicable to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter to the extent required to comply with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon only if all officers and directors of the agreement Company and all stockholders owning more than 5% of the Company’s officers, directors outstanding Common Shares are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 115, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than 15% of the outstanding Securities Common Shares. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 5 and shall have the Company (calculated on an as-converted right and power to Common Share basis)enforce the provisions hereof as though they were a party hereto.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial Public Offering (a) In consideration of the Company’s Securitiesissuance of common stock of Acquisition Co. in exchange 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 Acquisition Co. Shares under the Securities Act of 1933, as amended (the “Securities Act”), each Stockholder agrees that, during the period beginning from the Effective Time (as defined in the Merger Agreement) and continuing for ninety (90) days thereafter (as the same may be extended pursuant to this Section 2(a), the “Release Date”) (the “Lock-up Period”), each Stockholder will not, directly or indirectly, through an “affiliate” or “associate” (as such offeringterms are defined in the General Rules and Regulations under the Securities Act), such holder will not lenda family member or otherwise, (a) offer, pledge, sell, contract to sell, sell pledge, hypothecate, encumber, assign, tender, make any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, short sale or otherwise transfer or dispose of, directly or indirectlyenter into any contract, or other arrangement or understanding with respect to the sale or other disposition or transfer or grant any Securities rights with respect to any Acquisition Co. Shares, privately or publicly, pursuant to Rule 144 of the Company held immediately prior to General Rules and Regulations under the effectiveness of the registration statement for such offeringSecurities Act or otherwise, or (iib) 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 Securities of the Company (whether any such which would involve a transaction described in prohibited by clause (i) or (ii) above is to be settled by delivery of securities, in cash or otherwise, but excluding shares of Registrable Securities to be included in such registrationa), in each caseexcept as permitted by Section 2(e) below. Notwithstanding the foregoing provisions of this Section 2(a), without at the prior written consent request of such underwriter, for such period of time as may be requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by underwriters or the managing underwriter to the extent required to comply in connection with Rule 5110 of the 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 officers, directors and greater than one percent 1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common Shares basis) to be bound to terms similar to those contained in this Section 11. Notwithstanding anything to the contrary contained in this Section 11proposed transaction or public offering by Acquisition Co., each holder of Registrable Securities shall be released, pro rata, from any lockStockholder 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 entered into pursuant to this Section 11 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination imposing on his shares of the Acquisition Co. Common Stock similar restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than 1% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)transfer.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial Public Offering In consideration of the CompanyBorrower Representative’s Securitiesagreements in Section 2.2(e), each Lender agrees and each Designated Holder or other recipient of the Conversion Shares will agree to be subject to the “market stand-off” agreement in Section 2.2 of the Investors’ Rights Agreement, and upon the request of the managing underwriter in that such offering, such holder will not lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Securities of the 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 Securities of the Company (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of securities, in cash or otherwise, but excluding shares of Registrable Securities to be included in such registration), in each casePerson, without the prior written consent of such the Borrower Representative and the managing underwriter, shall not sell or otherwise transfer, make any short sale of, grant any option for such period the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of time as may be requested any Common Stock (or other securities) of the Borrower Representative held by such underwriter not to exceed 180 days after Person (other than those included in the registration or purchased in the open market) during the one hundred and eighty (180) day period (or such shorter time specified by the Issuer and the managing underwriter) following the effective date of such the registration (subject to extension by statement for the managing underwriter to the extent required to comply with Rule 5110 IPO, provided that all officers and directors of the Financial Industry Regulatory Authority, Inc.). The obligation of the Borrower Representative and all holders of Registrable Securities under this Section 11 is conditioned upon the agreement of the Company’s officers, directors and greater more than one percent (1% stockholders %) of the Company (calculated on a fully-diluted, as-converted to Common Shares basis) to be Borrower Representative’s voting securities are bound to terms by and have entered into similar to those contained agreements. The obligations described in this Section 11. Notwithstanding anything 2.2(f) shall apply solely to the contrary contained IPO, and shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Borrower Representative may impose stop-transfer instructions and may stamp each certificate with a legend with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred and eighty (180) day (or other) period. Each Lender, Designated Holder or other recipient of the Conversion Shares agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 11, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 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 officer, director or holder of greater than 1% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis2.2(f).

Lock-Up Agreement. Each holder of Registrable Securities Holder agrees that in connection with the initial Public Offering any registered offering of the Company’s Common Shares or other Equity Securities, and upon the request of the managing underwriter in such offering, such holder will Holder shall not, without the prior written consent of such managing underwriter, during the ten (10) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not lendto exceed 90 days), (i) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities of Common Shares or any securities convertible into, exercisable for or exchangeable for Common Shares (whether such shares or any such securities are then owned by the Company held immediately prior to the effectiveness of the registration statement for such offeringHolder 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 Securities of the Company (such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 5.5(e) shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 5.5(a), in each case, without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter applicable to the extent required to comply with Rule 5110 Holders only if all officers and directors of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon the agreement Company and all shareholders owning more than 5.0% of the Company’s officers, directors outstanding Common Shares are subject to the same restrictions. Each Holder agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 115.5(e), each holder of Registrable Securities Holder shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 5.5(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 officer, director or holder of greater than 15.0% of the outstanding 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 Company pursuant to any employee stock plan or other employee benefit arrangement), (calculated ii) pursuant to a Registration Statement on an as-converted Form S-4 (or similar form that relates to Common Share basisa transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), unless the managing underwriter of any such underwritten registration otherwise agrees.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial Public Offering (a) In consideration of the Company’s Securitiesissuance of common stock of Acquisition Co. in exchange 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 Acquisition Co. Shares under the Securities Act of 1933, as amended (the “Securities Act”), each Stockholder agrees that, during the period beginning from the Effective Time (as defined in the Merger Agreement) and continuing for ninety (90) days thereafter (as the same may be extended pursuant to this Section 2(a), the “Release Date”) (the “Lock-up Period”), each Stockholder will not, directly or indirectly, through an “affiliate” or “associate” (as such offeringterms are defined in the General Rules and Regulations under the Securities Act), such holder will not lenda family member or otherwise, (a) offer, pledge, sell, contract to sell, sell pledge, hypothecate, encumber, assign, tender, make any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, short sale or otherwise transfer or dispose of, directly or indirectlyenter into any contract, or other arrangement or understanding with respect to the sale or other disposition or transfer or grant any Securities rights with respect to any Acquisition Co. Shares, privately or publicly, pursuant to Rule 144 of the Company held immediately prior to General Rules and Regulations under the effectiveness of the registration statement for such offeringSecurities Act or otherwise, or (iib) 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 Securities of the Company (whether any such which would involve a transaction described in prohibited by clause (i) or (ii) above is to be settled by delivery of securities, in cash or otherwise, but excluding shares of Registrable Securities to be included in such registrationa), in each caseexcept as permitted by Section 2(e) below. Notwithstanding the foregoing provisions of this Section 2(a), without at the prior written consent request of such underwriter, for such period of time as may be requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by underwriters or the managing underwriter to the extent required to comply in connection with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon the agreement of a proposed transaction or public offering by the Company’s officers, directors and greater than one percent 1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common 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, each holder of Registrable Securities shall be released, pro rata, from any lockStockholder 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 entered into pursuant to this Section 11 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination imposing on his shares of the Acquisition Co. Common Stock similar restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than 1% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)transfer.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial Public Offering any public offering of the Company’s SecuritiesCommon Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder will not lendshall not, without the prior written consent of such managing underwriter, during the 30 days prior to the effective date of such registration and ending on the date specified by such managing underwriter, (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of the Company Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately prior to before the effectiveness of the 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 2(a), in each caseor Section 3(a), without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not applicable to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter to the extent required to comply with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon only if all officers and directors of the agreement Company and all stockholders owning more than 10% of the Company’s officers, directors outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-dilutedor the managing underwriter which are consistent with the foregoing, as-converted or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 114, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 4 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 such lock-up agreement pertaining to any officer, director or holder of greater than 110% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Stock.

Lock-Up Agreement. Each holder Holder of Registrable Securities agrees that in connection with the initial any Initial Public Offering or any underwritten registered offering of the Company’s SecuritiesCommon Stock in connection with this Section 6, and solely upon the request of the managing underwriter in such offering, such holder will Holder shall agree not lendto, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed one 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, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of the Company Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately prior to before the effectiveness of the registration statement 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 Securities of the Company (such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, but excluding shares that (A) the foregoing provisions shall only be applicable to Holders if all officers and directors of Registrable Securities 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 such registration)underwriter lock-up agreements, in each case, without the prior written consent of such underwriter, for such period of time as may be 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 extent required acceptable to comply with Rule 5110 of the 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 officers, directors and greater than one percent 1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common 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, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 in the event and to the extent that the managing underwriter or underwriters. The foregoing provisions of this Section 6(h) shall not apply, except in the Company permit any discretionary waiver case of an Initial Public Offering, to Holders of Registrable Securities that are not participating in the applicable registered offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Corporation or termination of the restrictions of any lock-up agreement pertaining managing underwriter that are consistent with the foregoing or that are necessary to any officer, director or holder of greater than 1% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)give further effect thereto.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with Without the initial Public Offering prior written consent of the Company’s SecuritiesPartnership, except as specifically provided in this Agreement, no Purchaser shall, (i) during the period commencing on the date that is 15 days prior to the Closing Date and upon ending 12 months after the request of the managing underwriter in such offering, such holder will not lendClosing Date, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Securities of the Company held immediately prior to the effectiveness of the registration statement for such offeringPurchased Units or, or (ii) enter into during the period commencing on the Closing Date and ending 24 months after the Closing Date, directly or indirectly engage in any swap short sales of equity securities of the Partnership or other arrangement derivative or hedging transactions with equity securities of the Partnership, that transfers are designed to, or that might reasonably be expected to, result in the transfer to anotheranother Person, in whole or in part, of any of the economic consequences of ownership of Securities the Purchased Units; provided, however, that a Purchaser may pledge all or any portion of its Purchased Units to any holders of obligations owed by such Purchaser, including to the trustee for, or Representative of, such holders; provided, further, that a Purchaser may transfer any of the Company Purchased Units purchased hereunder to (whether a) an Affiliate of such Purchaser (b) any such transaction described in clause (i) other Purchaser or (iic) above is any other Person reasonably acceptable to be settled by delivery of securities, in cash or otherwise, but excluding shares of Registrable Securities to be included in such registration), in each case, without the prior written consent of such underwriter, for such period of time as may be requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter Partnership solely to the extent required necessary to comply address a Regulatory Concern with Rule 5110 respect to such Purchaser or any of its Affiliates, provided that, in any case, any such transferee agrees to the 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 officers, directors and greater than one percent 1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common Shares basis) to be bound to terms similar to those contained restrictions set forth in this Section 115.05 and the Amended Partnership Agreement, and so long as such transfer complies with the Organizational Documents of the Partnership and applicable federal and state securities Laws. Notwithstanding anything to the contrary contained in this Section 115.05, each holder of Registrable Securities Purchaser shall be releasedpermitted to pledge all or any portion of its Purchased Units (including any Conversion Units into which the Purchased Units may convert) in connection with a Permitted Loan, pro rataand neither (A) the foreclosure of any such pledged Purchased Units or Conversion Units, from as the case may be, nor (B) the transfer of Purchased Units or Conversion Units, as the case may be, by a pledgee or counterparty who has foreclosed or exercised remedies or rights on any lock-up agreement entered into pursuant to such pledged or transferred Purchased Units or Conversion Units shall be considered a violation or breach of this Section 11 in the event and 5.05. The Purchaser shall provide written notice to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions Partnership of any lock-up agreement pertaining to such pledge (and any officer, director foreclosure of such pledged Purchased Units or holder Conversion Units) promptly (and in any event) within three Business Days of greater than 1% making such pledge (or becoming aware of the outstanding Securities of the Company (calculated on an as-converted to Common Share basisany such foreclosure).

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with Without the initial Public Offering prior written consent of the Company’s SecuritiesPartnership, except as specifically provided in this Agreement, each Purchaser and upon its Affiliates shall not, (a) during the request period commencing on the First Closing Date and ending on the second anniversary of the managing underwriter in such offering, such holder will not lendFirst Closing Date, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Securities of the Company held immediately prior Purchased Units, (b) during the period commencing on the date hereof and ending on the second anniversary of the First Closing Date, directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the effectiveness Purchased Units or Common Units of the registration statement for such offeringPartnership, or (iic) enter into transfer any Purchased Units to any Person, including any governmental entity, including by means of any swap or other transaction or arrangement that transfers or that is designed to, or that might reasonably be expected to, result in the transfer to another, in whole or in part, any of the economic consequences of ownership of Securities any Purchased Units, regardless of the Company (whether any such transaction described in clause clauses (ia) or through (iic) above is to be settled by delivery of Series A Preferred Units, Common Units or other securities, in cash or otherwise, but excluding shares or (d) effect any transfer of Registrable Securities Purchased Units or Conversion Units in a manner that violates the terms of the Partnership Agreement; provided, however, that (i) such Purchaser may transfer any Purchased Units to be included an Affiliate of such Purchaser, (ii) after the second anniversary of the First Closing Date, a Purchaser may transfer Purchased Units in an aggregate amount not less than $10,000,000 (or such registrationlesser amount as the Purchaser holds), in each case, without the prior written consent of such underwriter, for such period of time as may be requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by compliance with applicable securities laws and the managing underwriter to the extent required to comply with Rule 5110 terms of the Financial Industry Regulatory AuthorityPartnership Agreement, Inc.). The obligation (iii) such Purchaser may transfer any Purchased Units at any time when the Common Units are no longer listed or admitted to trading on a national securities exchange, subject to compliance with applicable securities laws and the terms of the holders Partnership Agreement and (iv) such Purchaser may transfer any Purchased Units at any time when an event of Registrable Securities default has occurred and is continuing under this Section 11 is conditioned upon the agreement any indebtedness of the Company’s officersPartnership or any Operating Subsidiary in an outstanding principal amount, directors and greater than one percent 1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common 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, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 individually or in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination aggregate, of the restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than 1% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)at least $10,000,000.”

Lock-Up Agreement. Each holder of Registrable Securities Member hereby agrees that in connection with the initial an Initial Public Offering of the Company’s SecuritiesOffering, and upon the request of the managing underwriter in such offering, such holder will Member shall not, without the prior written consent of such managing underwriter, during the period commencing on fifteen (15) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not lendto exceed one hundred eighty-one (181) days in the case of an Initial Public Offering or nighty-one (91) days in the case of any registration other than an Initial Public Offering), (i) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities Units or Unit Equivalents (including any equity securities of the Company IPO Entity) held immediately prior to before the effectiveness of the registration statement for such offeringoffering/(whether such Units or Unit Equivalents or any such securities are then owned by the Member 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 Securities of the Company (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, but excluding shares . The foregoing provisions of Registrable Securities this Section 16.18(d) shall not apply to sales of securities to be included in such registration)Initial Public Offering or other offering if otherwise permitted, in each case, without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter applicable to the extent required to comply with Rule 5110 Members only if all officers and managers of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon the agreement Company and all Members owning more than ninety percent (90%) of the Company’s officers, directors outstanding Common Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 1116.18(d), each holder of Registrable Securities Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 16.18(d) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director manager or holder of greater than 1% five percent (5%) of the Company’s outstanding Securities of Common Units (or the Company (calculated on an as-converted to Common Share basisIPO Entity’s equivalent common equity securities).

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial Public Offering of the Company’s Securitiesan IPO, and upon the request of the managing underwriter in such offering, such holder will shall not, without the prior written consent of such managing underwriter, during the 180 days prior to the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. effective date of such registration and until the date specified by such managing underwriter (such period not lendto exceed 180 days in the case of an IPO or 90 days in the case of any registration under the Securities Act other than an IPO), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of the Company Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately prior to before the effectiveness of the registration statement Registration Statement for such offeringoffering/(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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 2(a), in each caseSection 2(b), without the prior written consent of such underwriterSection 2(c), for such period of time as may Section 2(d) or Section 3(a), and shall be requested by such underwriter not applicable to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter to the extent required to comply with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon only if all officers and directors of the agreement Company and all stockholders owning more than 1% of the Company’s officers, directors 's outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 114, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than 1% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Stock.

Lock-Up Agreement. Each holder of Registrable Securities Investor agrees that in connection with the initial Public Offering any registered offering of Equity Securities of the Company’s Securities, and upon the request of the managing underwriter in such offering, such holder will Investor shall not, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and ending on the date specified by such managing underwriter (such period not lendto exceed ninety (90) days), (i) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of the Company Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately prior to before the effectiveness of the registration statement 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 Securities of the Company (such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares 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 3.07(g) shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 3.07(a), in each case, without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter applicable to the extent required to comply with Rule 5110 Investors only if all officers and directors of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon the agreement Company and all stockholders owning more than five percent (5%) of the Company’s officers, directors outstanding Common Stock are subject to the same restrictions. Each Investor agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 113.07(g), each holder of Registrable Securities Investor shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 3.07(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 officer, director or holder of greater than 1% five percent (5%) of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Stock.

Lock-Up Agreement. Each holder Holder of Registrable Securities agrees that in connection with the initial Public Offering any public offering of the Company’s SecuritiesCommon Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder will Holder shall not, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and ending on the date specified by such managing underwriter (such period not lendto exceed 90 days), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of the Company Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately prior to before the effectiveness of the 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 5 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 2(a), in each case3(a) or 4(a), without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter applicable to the extent required to comply with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders Holders of Registrable Securities under this Section 11 is conditioned upon only if all officers and directors of the agreement Company and all stockholders owning more than 10% of the Company’s officers, directors outstanding Common Stock are subject to the same restrictions. Each Holder of Registrable Securities agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 115, each holder Holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than 110% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Stock.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with Without the initial Public Offering prior written consent of the Company’s SecuritiesPartnership, except as specifically provided in this Agreement, the Purchaser shall not, during the period commencing on the Closing Date and upon ending 18 months after the request of the managing underwriter in such offeringClosing Date, such holder will not lend, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Securities of the Company held immediately prior to Purchased Units (including any ENLK Preferred PIK Units received through distributions by the effectiveness of Partnership and any Conversion Units into which the registration statement for Purchased Units or any such offering, ENLK Preferred PIK Units may convert) or (iib) enter into any swap or other transaction or arrangement that transfers or that is designed to, or that might reasonably be expected to, result in the transfer to another, in whole or in part, of any of the economic consequences of ownership of Securities of such Purchased Units (including any additional ENLK Preferred PIK Units received through distributions by the Company (Partnership and any Conversion Units into which the Purchased Units or any such ENLK Preferred PIK Units may convert), whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Series B Preferred Units, Common Units, ENLK Preferred PIK Units or such other securities, in cash or otherwise; provided, but excluding shares however, that the Purchaser may pledge all or any portion of Registrable Securities its Purchased Units to be included in such registration), in each case, without the prior written consent any holders of such underwriter, for such period of time as may be requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension obligations owed by the managing underwriter Purchaser, including to the trustee for, or representative of, such holders; provided further, that the Purchaser may transfer any of the Purchased Units purchased hereunder or any ENLK Preferred PIK Units received through distributions by the Partnership (i) to an Affiliate of the Purchaser or (ii) to any other Person reasonably acceptable to the Partnership solely to the extent required necessary to comply address a Regulatory Concern with Rule 5110 respect to the Purchaser or any of its Affiliates, provided that, in any case, any such transferee agrees to the 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 officers, directors and greater than one percent 1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common Shares basis) to be bound to terms similar to those contained restrictions set forth in this Section 11. Notwithstanding anything to 5.05 and so long as such transfer complies with the contrary contained in this Section 11, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination Organizational Documents of the restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than 1% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Partnership and applicable federal and state securities laws.

Lock-Up Agreement. Each holder of Registrable Securities Investor agrees that in connection with the initial Public Offering any registered offering of the Common Stock or other equity securities of the Company in a primary offering of securities by the Company’s Securities, and upon the request of the managing underwriter in such offering, such holder will shall not, without the prior written consent of such managing underwriter, during the period commencing 90 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not lendto exceed 15 days), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of the Company Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately prior to before the effectiveness of the registration statement Registration Statement for such offeringoffering/(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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 2(a), in each caseSection 2(b), without Section 2(c), Section 2(d) or Section 3(a), and shall be applicable to Investor only if all officers and directors of the prior written consent of Company are subject to the same restrictions. Investor agrees to execute and deliver such underwriter, for such period of time other agreements as may be reasonably requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by Company or the managing underwriter which are necessary to give effect to the extent required to comply with Rule 5110 of foregoing and provided that agreements in substantially the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon the agreement form thereof are also executed by all officers and directors of the Company’s officers, directors and greater than one percent 1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common Shares basis) to be bound to terms similar to those contained in this Section 11. Notwithstanding anything to the contrary contained in this Section 114, each holder of Registrable Securities Investor shall be released, pro rata, released from any lock-up agreement entered into pursuant to this Section 11 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 officer, director officer or director. The foregoing restrictions on Investor in this Section 4 shall not apply to the Investor in the event that the offering contemplated under this Section 4 is pursuant to a “demand” or other registration similar to a Demand Registration at the request of any other equity holder of greater than 1% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Company.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial Public Offering any public offering of the Company’s SecuritiesCommon Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder will shall not, without the prior written consent of such managing underwriter, during the period commencing five (5) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not lendto exceed thirty (30) days), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by the Company held immediately prior to the effectiveness of the registration statement for such offeringHolder 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares of Registrable Securities to be included in such registration), in each case, without the prior written consent of such underwriter, for such period of time as may be 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 extent required to comply with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation foregoing provisions of this Section 3 shall be applicable to the holders of Registrable Securities under this Section 11 is conditioned upon only if all officers and directors of the agreement Company and all stockholders owning 10% or more of the Company’s officers, directors outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter that are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 113, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than 110% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Stock.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial Public Offering any public offering of the Company’s SecuritiesCommon Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder will not lendshall not, without the prior written consent of such managing underwriter, during the 30 days prior to the effective date of such registration and ending on the date specified by such managing underwriter, (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of the Company Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately prior to before the effectiveness of the 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 2(a) or Section 3(a), in each case, without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not applicable to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter to the extent required to comply with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon only if all officers and directors of the agreement Company and all stockholders owning more than 10% of the Company’s officers, directors outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-dilutedor the managing underwriter which are consistent with the foregoing, as-converted or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 114, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 4 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 such lock-up agreement pertaining to any officer, director or holder of greater than 110% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Stock. 5.

Lock-Up Agreement. Each holder of Registrable Securities Holder agrees that in connection with the initial Public Offering any public offering of the Company’s SecuritiesCommon Shares or other equity securities, and upon the request of the managing underwriter in such offering, such holder will Holder shall not, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and ending on the date specified by such managing underwriter (such period not lendto exceed 180 days), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities of the Company Common Shares or any securities convertible into, exercisable for or exchangeable for Common Shares held immediately prior to before the effectiveness of the 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 5 shall not apply to sales of Registrable Securities to be included in such registration)offering pursuant to Section 3 or Section 4, in each case, without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter applicable to the extent required to comply with Rule 5110 Holders only if all officers and directors of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon the agreement Company and all stockholders owning more than 5% of the Company’s officers, directors outstanding Common Shares are subject to the same restrictions. Each Holder agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 115, each holder of Registrable Securities Holder shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than 15% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Stock.

Lock-Up Agreement. Each holder of Registrable Securities Stockholder hereby agrees that in connection with it will not, without the initial Public Offering prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Securities, initial public offering (the “IPO”) and upon ending on the request of date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) days), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in such offeringFINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), such holder will not or any successor provisions or amendments thereto), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Securities shares of the Company capital stock held immediately prior to the effectiveness of the registration statement for such offering, the IPO; 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 Securities of the Company (capital stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of capital stock or other securities, in cash or otherwise, but excluding shares . The foregoing provisions of Registrable Securities to be included in such registration), in each case, without the prior written consent of such underwriter, for such period of time as may be requested by such underwriter this Section 1(g) shall not to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter apply to the extent required sale of any shares to comply with Rule 5110 of an underwriter pursuant to an underwriting agreement, and shall only be applicable to the 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 Stockholder if all officers, directors and greater holders of more than one percent (1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common 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, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 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 officer, director or holder of greater than 1% of the outstanding Securities Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the Company (calculated on an asIPO are intended third-converted party beneficiaries of this Section 1(g) and shall have the right, power and authority to Common Share basis)enforce the provisions hereof as though they were a party hereto. Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 1(g) or that are necessary to give further effect thereto.

Lock-Up Agreement. Each holder of Registrable Securities Member hereby agrees that in connection with the initial an Initial Public Offering of the Company’s Securities, and upon the request of the managing underwriter in such offering, such holder will Member shall not, without the prior written consent of such managing underwriter, during the 90 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not lendto exceed 180 days in the case of an Initial Public Offering or 180 days in the case of any registration other than an Initial Public Offering), (i) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchasehedge the beneficial ownership of, or otherwise transfer or dispose of, directly or indirectly, any Securities Units or Unit Equivalents (including any equity securities of the Company IPO Entity) held immediately prior to before 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 Securities of the Company (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, but excluding shares . The foregoing provisions of Registrable Securities this Section 15.16(d) shall not apply to sales of securities to be included in such registration), in each case, without the prior written consent of such underwriter, for such period of time as may Initial Public Offering or other offering if otherwise permitted and shall be requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter applicable to the extent required to comply with Rule 5110 Members only if all officers and directors of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon the agreement Company and all Members owning more than 1.0% of the Company’s officers, directors outstanding Common Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 1115.16(d), each holder of Registrable Securities Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 15.16(d) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than 11.0% of the Company’s outstanding Securities of Common Units (or the Company (calculated on an as-converted to Common Share basisIPO Entity’s equivalent common equity securities).

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial Public Offering any public offering of the Company’s Securities's Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder will shall not, without the prior written consent of such managing underwriter, during the 180 day period prior to the effective date of such registration and until the date specified by such managing underwriter (such period not lendto exceed 360 days), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by the Company held immediately prior to the effectiveness of the registration statement for such offeringHolder 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 2(a), in each caseSection 2(b) or Section 3(a), without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not applicable to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter to the extent required to comply with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon only if all officers and directors of the agreement Company and all stockholders owning more than 5% of the Company’s officers, directors 's outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 114, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than 15% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Stock.

Lock-Up Agreement. Each holder of Registrable Securities Holder hereby agrees that in connection with for a period of one ----------------- year after the initial Public Offering date hereof (the "Lock-up Period"), without the consent of the -------------- Company’s Securities, and upon the request of the managing underwriter in such offering, such holder it will not lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any optionoptions for the sale of, right or warrant to purchaseseek redemption of, or otherwise transfer or dispose of, directly or indirectlyindirectly (collectively "Dispose of"), any Securities Units; provided, however, that each ---------- -------- ------- Holder may (i) Dispose of the Company held immediately prior Units to the effectiveness of the registration statement for such offeringa Permitted Distributee, or (ii) enter into any swap Dispose of Units pursuant to a pledge, grant of security interest or other arrangement encumbrance effected in a bona fide transaction with an unrelated and unaffiliated pledgee if such pledgee agrees that transfers it will under no circumstances foreclose with respect to another, in whole or in part, any such Units until after the first anniversary of the economic consequences date hereof, (iii) Dispose of ownership Units upon death of Securities a Holder to such Holder's estate, executor, administrator or personal representative or to such Holder's beneficiaries pursuant to a devise or bequest or by laws of descent and distribution, and (iv) after the Lock-up Period, Dispose of Units in accordance with the terms of the Company (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of securitiesPartnership Agreement; and provided, in cash or otherwisefurther, but excluding shares of Registrable Securities to be included in such registration)that the transferor shall, in each case, without at the prior written consent of such underwriter, for such period of time as may be 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 extent required to comply with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon the agreement -------- ------- request of the Company’s officers, directors and greater than one percent 1% stockholders provide evidence reasonably satisfactory to the Company that the transfer is exempt from the registration requirements of the Company (calculated on Securities Act. If a fully-diluted, as-converted to Common Shares basis) to be bound to terms similar to those contained Holder Disposes of Units as described in this Section 11. Notwithstanding anything 2, such Units shall remain subject to this Agreement and, as a condition of the contrary contained in this Section 11validity of such disposition, each holder of Registrable Securities the transferee shall be released, pro rata, from any lock-up agreement entered into pursuant required to execute and deliver a counterpart of this Section 11 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination Agreement dated as of the restrictions date hereof (except that a pledgee shall not be required to execute and deliver a counterpart of any lock-up agreement pertaining this Agreement until it forecloses upon such Units). Thereafter, such transferee shall be deemed to any officer, director or holder be a Holder for purposes of greater than 1% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)this Agreement.

Lock-Up Agreement. Each holder of Registrable Securities Holder hereby agrees that in connection with it will not, without the initial Public Offering prior written consent of the Company’s Securities, and upon the request of Company (or the managing underwriter in of any Company Offering involving a Holder), during the period commencing on the date of the final prospectus relating to any Company Offering and ending on the date specified by the Company and the managing underwriter (such offering, such holder will period not to exceed ninety (90) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Securities of equity interests in the Company held immediately prior to the effectiveness of the registration statement or any securities convertible into or exercisable or exchangeable for such offeringequity interests (whether such interests 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 Securities of equity interests in the Company (Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 11 shall not apply to sales of Registrable Securities to be included in such registration)an offering pursuant to Section 2 or Section 3 of this Agreement, in each case, without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not applicable to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter to the extent required to comply with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under only if all officers and directors of the Company are subject to the same restrictions. Each Holder further agrees to execute and enter into an agreement (such agreement to be in the form as may be reasonably requested by the managing underwriters) with the managing underwriters of such Offering to reflect the foregoing. The underwriters in connection with any Company Offering are intended third party beneficiaries of this Section 11 is conditioned upon and shall have the agreement of right, power and authority to enforce the Company’s officersprovisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, directors and greater than one percent 1% stockholders of the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (calculated on a fully-diluted, as-converted and the securities of every other person subject to Common Shares basisthe foregoing restriction) to be bound to terms similar to those contained in this Section 11until the end of such period. Notwithstanding anything to the contrary contained in this Section 11, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 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 officer, director officer or holder of greater than 1% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)director.

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with the initial Public Offering any public offering of the Company’s Securities's Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder will shall not, without the prior written consent of such managing underwriter, during the thirty (30) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not lend, to exceed ninety (90) days in the case of any registration) (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities of Common Shares or any securities convertible into, exercisable for or exchangeable for Common Shares (whether such shares or any such securities are then owned by the Company held immediately prior to the effectiveness of the registration statement for such offeringHolder 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 3 shall not apply to sales of Registrable Securities to be included in such registration), in each case, without offering pursuant to Section 2(a) and shall be applicable to the prior written consent holder of Registrable Securities only if all officers and directors of the Company and all stockholders owning more than ten (10%) percent of the Company's outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such underwriter, for such period of time other agreements as may be reasonably requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by Company or the managing underwriter which are consistent with the foregoing or which are necessary to the extent required to comply with Rule 5110 of the 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 officers, directors and greater than one percent 1% stockholders of the Company (calculated on a fully-diluted, as-converted to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 113, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than 1% ten (10%) percent of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Stock.

Lock-Up Agreement. (a) Each holder of Registrable Securities agrees that in connection with the initial Public Offering any public offering of the Company’s SecuritiesCommon Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder will 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 lendto exceed 90 days), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by the Company held immediately prior to the effectiveness of the registration statement for such offeringInvestor 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 Securities of the Company (such Registrable Securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 7 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 5(a) or Section 6(a), in each case, without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not applicable to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter to the extent required to comply with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon only if all officers and directors of the agreement Company and all stockholders owning more than 5% of the Company’s officers, directors outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 117, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than 15% of the outstanding 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 of who was not provided the Company opportunity to include such holder’s Registrable Securities in such offering pursuant to Section 6(a) or (calculated on an as-converted B) with respect to Common Share basisany 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).

Lock-Up Agreement. Each holder of Registrable Securities agrees that in connection with any registered offering of the initial Public Offering Common Stock or other equity securities of the Company’s Securities, and upon the request of the managing underwriter in such offering, such holder will shall not, without the prior written consent of such managing underwriter, during the seven days prior to the effective date of such registration and until the date specified by such managing underwriter (such period not lendto exceed 60 days), (a) offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any Securities shares of the Company Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately prior to before the effectiveness of the registration statement 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 Securities of the Company (such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, but excluding shares . The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such registration)offering pursuant to Section 2 or Section 3, in each case, without the prior written consent of such underwriter, for such period of time as may and shall be requested by such underwriter not applicable to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter to the extent required to comply with Rule 5110 of the Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon only if all officers and directors of the agreement Company and all stockholders owning more than 5% of the Company’s officers, directors outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and greater than one percent 1% stockholders of deliver such other agreements as may be reasonably requested by the Company (calculated on a fully-diluted, as-converted or the managing underwriter which are consistent with the foregoing or which are necessary to Common Shares basis) to be bound to terms similar to those contained in this Section 11give further effect thereto. Notwithstanding anything to the contrary contained in this Section 114, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11 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 officer, director or holder of greater than 15% of the outstanding Securities of the Company (calculated on an as-converted to Common Share basis)Stock.