Common use of Lock-Up Agreement Clause in Contracts

Lock-Up Agreement. Each Stockholder hereby agrees that in connection with any registration of securities of the Company relating to an underwritten offering thereof to the general public, to the extent requested by the Company or the underwriter of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registration, sell, contract to sell, grant any option or right to purchase, lend, pledge, enter into any swap or other arrangement that transfers economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such registration) without the prior written consent of the Company or the applicable underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offering.

Lock-Up Agreement. 10.1. Each Stockholder Holder and the Company hereby agrees that in connection with any registration of securities of the Company relating to an underwritten offering thereof to the general publicthat, to the extent if so requested by the Company representative of the lead or managing underwriters (the underwriter of such offering“Managing Underwriter”), such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) Holder and Company shall not, whether or not such Stockholder is participating in such registrationwithout the prior consent of the Managing Underwriter (i) lend, offer, pledge, sell, contract to sell, grant sell any option or right contract to purchase, lendpurchase any option or contract to sell, pledgegrant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities or any securities of the Company (whether such shares or any such securities are then owned by the Holder, or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such registration) without the prior written consent of the Company or the applicable underwritersRegistrable Securities, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in whether any such offering, such Stockholder shall enter into a lock-up agreement transaction described in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide clause (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous above is to be settled by delivery of Registrable Securities or such other securities, in cash or otherwise, during the period specified by the Managing Underwriter (the “Market Standoff Period”), with such period not to exceed 10 days prior to the anticipated effective date of such registration statement and 90 days following the effective date of such registration statement. Any discretionary waiver or termination of the restrictions contained in any such agreement by the Company or the underwriter shall apply to all the Holders pro rata, based on the number of shares subject to such Stockholder than those agreements and in preference over all other holders (i.e., who are not Holders) of the Company’s securities. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s offering on the same terms of this Section 10.1. 10.2. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. 10.3. The provisions of this Section 10 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to any similarly situated Stockholderthe Holder if all officers, directors and shareholders of the Company holding a percentage of the Company’s share capital as determined by the Managing Underwriter, enter into similar agreements. 10.4. Each Stockholder further agrees that the The underwriters of any such offering in connection with a registration statement so filed are intended to be third-third party beneficiaries of this Section 2(j) 10 and such beneficiaries shall be entitled have the right, power and authority to enforce the provisions of this Section 2(j) an their own behalf hereof as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offering.

Lock-Up Agreement. Each Stockholder hereby holder of Registrable Securities agrees that in connection with any registration of securities public offering of the Company relating to an underwritten offering thereof to Company's Common Stock or other equity securities, and upon the general public, to request of the extent requested by the Company or the managing underwriter of in such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) holder shall not, whether or 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 such Stockholder is participating to exceed ninety (90) days in such the case of any registration) (a) offer, pledge, sell, contract to sell, grant any option or right contract to purchase, lendpurchase any option or contract to sell, pledgehedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any 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 Holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or otherwise transfer or dispose of (other than in a private sale or to donees who agree b) above is to be similarly bound) any shares settled by delivery of Common Stock or any such other securities convertible into Common Stock (other than those sharessecurities, if any, which are in fact cash or otherwise. The foregoing provisions of this Section 3 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 2(a) without 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 other agreements as may be reasonably requested by the Company or the applicable underwriters, as managing underwriter which are consistent with the case may be, for such period (the “Lock-Up Period”) of time (not foregoing or which are necessary to exceed (x) one hundred eighty (180) days with respect give further effect thereto. Notwithstanding anything to the initial public offering contrary contained in this Section 3, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3 in the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (event and to the extent such Stockholder then holds, individually that the managing underwriter or together with its Affiliates, two percent (2%) the Company permit any discretionary waiver or more termination of the outstanding shares restrictions of Common Stock, or is an any lock-up agreement pertaining to any officer, director or employee holder of greater than ten (10%) percent of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringoutstanding Common Stock.

Lock-Up Agreement. Each Stockholder hereby holder of Registrable Securities agrees that in connection with any registration of securities public offering of the Company relating to an underwritten offering thereof to Company’s Common Stock or other equity securities, and upon the general public, to written request of the extent requested by the Company or the managing underwriter of in such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) holder shall not, whether or without the prior written consent of such managing underwriter, during the period commencing ten (10) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not such Stockholder is participating to exceed ninety (90) days in such the case of any registration), (a) offer, pledge, sell, contract to sell, grant any option or right contract to purchase, lendpurchase any option or contract to sell, pledgehedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the registration statement for such offering, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or otherwise transfer or dispose of (other than in a private sale or to donees who agree b) above is to be similarly bound) any shares settled by delivery of Common Stock or any such other securities convertible into Common Stock (other than those sharessecurities, if any, which are in fact cash or otherwise. 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) without or Section 3(a), and shall be applicable to the prior written consent holders of Registrable Securities only if all officers and directors of the Company and all stockholders owning more than 5% of the Company’s outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the applicable underwriters, as managing underwriter which are consistent with the case may be, for such period (the “Lock-Up Period”) of time (not foregoing or which are necessary to exceed (x) one hundred eighty (180) days with respect give further effect thereto. Notwithstanding anything to the initial public offering contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 4 in the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (event and to the extent such Stockholder then holds, individually that the managing underwriter or together with its Affiliates, two percent (2%) the Company permit any discretionary waiver or more termination of the outstanding shares restrictions of Common Stock, or is an any lock-up agreement pertaining to any officer, director or employee holder of greater than 5% of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringoutstanding Common Stock.

Lock-Up Agreement. Each Stockholder hereby agrees Investors agree that, if Company completes an IPO (the “IPO”) on or before December 31, 2018, Investors will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, Investors will agree that in connection with any registration of securities they shall not, during the period beginning on the date of the Company relating to an underwritten offering thereof to prospectus for the general public, to the extent requested by the Company or the underwriter delivery of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common StockStock pursuant to the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any Company director, executive officer or stockholder is an officer, director or employee subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the Companyprospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) shall notoffer, whether or not such Stockholder is participating in such registrationpledge, sell, announce the intention to sell, contract to sell, grant sell any option or right contract to purchase, lendpurchase any option or contract to sell, pledgegrant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, any shares of Common Stock; (b) enter into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of shares of Common Stock; or otherwise (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock; in any case, whether any such transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) December 31, 2018, Investors agree that it shall not transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in fact included in such registration) without the prior written consent of the Company or the applicable underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not writing to exceed (x) one hundred eighty (180) days be bound by this Section with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, . Investor acknowledges that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained its covenants in this Section 2(j) or (ii) terms that are more onerous a material inducement for Company to such Stockholder than those applicable enter into this Agreement and to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of consummate this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringtransaction.

Lock-Up Agreement. Each Stockholder hereby agrees that Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being entered into in connection with any registration of securities the closing of the Company relating to an underwritten offering thereof to the general publictransactions contemplated by that certain Agreement and Plan of Merger, to the extent requested dated as of January 13, 2023, as amended by the Company or First Amendment thereto dated as of April 14, 2023 (as amended, the underwriter “Merger Agreement”) by and among Cibus, Inc., a Delaware corporation (formerly known as Calyxt, Inc.) (the “Company”); Calypso Merger Subsidiary, LLC, a Delaware limited liability company and wholly-owned subsidiary of such offeringCalyxt; Cibus Global, such Stockholder (to LLC, a Delaware limited liability company; and the extent such Stockholder then holdsblocker entities party thereto, individually or together with its Affiliates, two percent (2%) or more of following which the outstanding shares of Company’s Class A Common Stock, or $0.0001 par value per share (the “Class A Common Stock”), is an officerlisted for trading on the Nasdaq Stock Market LLC under the ticker symbol “CBUS”. For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, director or employee of the Company) shall notundersigned agrees that, whether or not such Stockholder is participating in such registration, sell, contract during the period beginning from the date hereof and continuing to sell, grant any option or right to purchase, lend, pledge, enter into any swap or other arrangement that transfers economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such registration) without and including the prior written consent of date six months after the Company or the applicable underwriters, as the case may be, for such period date hereof (the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering any shares of the Class A Common Stock, or (y) ninety (90) days with respect any options or warrants to purchase any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Class A Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Class A Common Stock (such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation any such shares or Derivative Instruments now owned or hereafter acquired by the undersigned, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is an officerdesigned to or which reasonably could be expected to lead to or result in a sale, director loan, pledge or employee other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the Company)economic consequences of ownership, if reasonably requested by in whole or in part, directly or indirectly, of any underwriter shares of Class A Common Stock or underwriters in Derivative Instruments, whether any such offeringtransaction or arrangement (or instrument provided for thereunder) would be settled by delivery of shares of Class A Common Stock or other securities, in cash or otherwise (any such Stockholder shall enter into sale, loan, pledge or other disposition, or transfer of economic consequences, a lock-up agreement “Transfer”) or (iii) otherwise publicly announce any intention to engage in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide cause any action or activity described in clause (i) for above or transaction or arrangement described in clause (ii) above; provided that nothing herein shall restrict any rights to which the undersigned is entitled pursuant to the Registration Rights Agreement entered into by the Company in connection with the consummation of the transactions contemplated by the Merger Agreement. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a longer lock-up period than party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated StockholderPeriod. Each Stockholder further agrees that Notwithstanding the underwriters foregoing, the undersigned may Transfer the undersigned’s shares of any such offering are intended to be third-party beneficiaries of this Section 2(j) Class A Common Stock and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offering.Derivative Instruments:

Lock-Up Agreement. 14.1.1 Each Stockholder Holder, and any transferee thereof, hereby agrees that in connection with any registration of securities of the Company relating to an underwritten offering thereof to the general publicthat, to the extent if so requested by the Company or any representative of the underwriter of such offeringunderwriters (the “Managing Underwriter”), such Stockholder (to Holders or transferees thereof, shall not without the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more prior consent of the outstanding shares of Common StockManaging Underwriter (i) lend, or is an officeroffer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registrationpledge, sell, contract to sell, grant sell any option or right contract to purchase, lendpurchase any option or contract to sell, pledgegrant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities , or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Registrable Securities, whether any such transaction described in clause (i) or otherwise transfer or dispose of (other than in a private sale or to donees who agree ii) above is to be similarly bound) any shares settled by delivery of Common Stock Ordinary Shares or any such other securities convertible into Common Stock (other than those sharessecurities, if anyin cash or otherwise, which are in fact included in such registration) without during the prior written consent period specified by the Company’s Board of Directors at the request of the Company or the applicable underwriters, as the case may be, for such period Managing Underwriter (the “Lock-Up Market Standoff Period”) of time (), with such period not to exceed (xa) one hundred eighty (180) days with respect in the case of a registration statement pertaining to the initial public offering of the Common Stock, or (y) ninety (90) IPO - 180 days with respect to any other offering) from following the effective date of such statement; or (b) in the case of a registration statement following the IPO, and as long as the registration statement for rights have not been terminated in accordance with Section 13-90 days following the effective date of such registration as statement. 14.1.2 The Company will use its best efforts to obtain the undertaking of each of the holders of Ordinary Shares of the Company or such underwriters as of the date hereof, and any of their transferees, to act in accordance with the provisions of Section 14.1 hereof. 14.1.3 The Company may specify in writing. Each Stockholder hereby further agrees that (impose stop-transfer instructions with respect to securities subject to the extent foregoing restrictions until the end of such Stockholder then holdsMarket Standoff Period. 14.1.4 The foregoing provisions of this Section 14 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, individually or together with its Affiliatesand shall only be applicable to the Holders if all officers and directors, and greater than two percent (2%) or more Shareholders of the outstanding shares of Common Stock, or is an officer, director or employee Company enter into similar agreements. None of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained agreements specified in this Section 2(j) 14.1.4 shall be revised or (ii) terms that are more onerous released without a similar revision or release being effected with respect to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that all Holders. 14.1.5 The underwriters in connection with the underwriters of any such offering registration statement so filed are intended to be third-third party beneficiaries of this Section 2(j) 14 and such beneficiaries shall be entitled have the right, power and authority to enforce the provisions of this Section 2(j) an their own behalf hereof as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offering.

Lock-Up Agreement. Each Stockholder hereby holder of Registrable Securities agrees that in connection with any registration registered offering of the Common Stock or other equity securities of the Company relating to an underwritten offering thereof to Company, and upon the general public, to request of the extent requested by the Company or the managing underwriter of in such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) holder shall not, whether or 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 such Stockholder is participating in such registrationto exceed 180 days), (a) offer, pledge, sell, contract to sell, grant any option or right contract to purchase, lendpurchase any option or contract to sell, pledgehedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the Registration Statement for such offering/(whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or otherwise transfer or dispose of (other than in a private sale or to donees who agree b) above is to be similarly bound) any shares settled by delivery of Common Stock or any such other securities convertible into Common Stock (other than those sharessecurities, if any, which are in fact cash or otherwise. The foregoing provisions of this Section 6.17 shall not apply to sales of Registrable Securities to be included in such registration) without offering pursuant to Section 6.1 or 6.3, and shall be applicable to the prior written consent holders of Registrable Securities only if all officers and directors of the Company and all stockholders owning more than 10% of the Company’s outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the applicable underwriters, as managing underwriter which are consistent with the case may be, for such period (the “Lock-Up Period”) of time (not foregoing or which are necessary to exceed (x) one hundred eighty (180) days with respect give further effect thereto. Notwithstanding anything to the initial public offering contrary contained in this Section 6.17, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 6.17 in the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (event and to the extent such Stockholder then holds, individually that the managing underwriter or together with its Affiliates, two percent (2%) the Company permit any discretionary waiver or more termination of the outstanding shares restrictions of Common Stock, or is an any lock-up agreement pertaining to any officer, director or employee holder of greater than 10% of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringoutstanding Common Stock.

Lock-Up Agreement. Each Stockholder (a) For a period of one (1) year following the Closing (the “Lock Up Period”), each Securityholder hereby agrees that in connection with any registration of securities of the Company relating to an underwritten offering thereof to the general public, to the extent requested by the Company or the underwriter of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall Securityholder will not, whether or not such Stockholder is participating in such registration, sell, contract to sell, grant any option or right to purchase, lend, pledge, enter into any swap or other arrangement that transfers economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such registration) without the prior written consent of Parent, directly or indirectly: (i) offer, sell, pledge, contract to sell (including any short sale whether or not against the Company box), grant or sell any option or other contract to purchase, purchase or otherwise acquire any option or other contract to sell or otherwise dispose of or transfer any shares of Underlying Parent Common Stock; (ii) enter into any Hedging Transaction relating to any shares of Underlying Parent Common Stock; (iii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, the applicable underwriterseconomic consequence of ownership of any shares of Underlying Parent Common stock (each of the foregoing paragraphs (i), (ii) and (iii) referred to as a “Disposition”); or (iv) request the filing of any registration statement under the Securities Act with respect to any of the foregoing. (b) The foregoing restrictions are expressly intended to preclude the undersigned from engaging in any Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or result in a Disposition during the Lock-up Period even if the Underlying Parent Common Stock would be disposed of by someone other than the undersigned (c) Notwithstanding the foregoing, each Securityholder may transfer any or all of the Underlying Parent Common Stock by gift, will or intestacy; provided, however, that in any such case it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Underlying Parent Common Stock, as the case may be, for such period (the “Lock-Up Period”) of time (not subject to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions 6.2, and there shall be no further transfer of such Underlying Parent Common Stock except in accordance with this Section 2(j6.2. (d) shall Each Securityholder agrees that the Company may, and that the Securityholder will, (i) with respect to any shares of Underlying Parent Common Stock for which the Securityholder is the record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such shares of Underlying Parent Common Stock on the transfer books and records of the transfer agent or Company, as applicable and (ii) with respect to any shares of Underlying Parent Common Stock for which the Securityholder is the beneficial holder but not be deemed the record holder, cause the record holder of such shares of Underlying Parent Common Stock to prevent cause the Stockholders from exercising their rights under Section 2(b) hereof in connection transfer agent for the Company to note stop transfer instructions with any respect to such underwritten offeringshares of Underlying Parent Common Stock on the transfer books and records of the transfer agent or Company, as applicable.

Lock-Up Agreement. Each Stockholder hereby Except for sales of Common Stock under this Agreement, each Seller agrees that in connection with such Seller shall not (and shall cause any registration of securities spouse or immediate family member of the Company relating to an underwritten offering thereof to the general public, to the extent requested by the Company spouse or the underwriter undersigned living in such Seller’s household not to) directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of such offeringRule 16a-1(h) under the Securities Exchange Act of 1934, such Stockholder as amended, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of) including the filing (or participation in the filing of) of a registration statement with the Securities and Exchange Commission in respect of, any shares of Common Stock, options or warrants to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding acquire shares of Common Stock, or is an officer, director securities exchangeable or employee of the Company) shall not, whether exercisable for or not such Stockholder is participating in such registration, sell, contract to sell, grant any option or right to purchase, lend, pledge, enter into any swap or other arrangement that transfers economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such registration) without the prior written consent of the Company or the applicable underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is publicly announce an officer, director or employee intention to do any of the Company)foregoing, if reasonably requested for a period commencing on the date hereof and continuing through the close of trading on the ninth month anniversary of the Closing. The foregoing restrictions shall not apply to (A) transfers by any underwriter way of testate or underwriters in any such offeringintestate succession or by operation of law, such Stockholder shall enter into (B) transfers to members of the immediate family of each Seller or to a lock-up agreement in trust, partnership, limited liability company or other entity, all of the form (containing customary terms) reasonably requested beneficial interests of which are held by such underwriter Seller or underwriters by a member of such Seller’s immediate family; provided that the transferee shall have agreed in writing to be bound by the restrictions on transfer described herein or (C) the registration, offer and sale of any shares of Common Stock by Xxxxx X. Xxxxxxx or Xxxxxx X. Xxxxxxx, pursuant to, and in accordance with, the terms of the Registration Rights Agreement. Except for such offeringstock options granted by the Purchaser, provided, that such lock-up agreement does not provide (i) for each Seller agrees to hold all of its shares of Common Stock in certificated form with a longer lock-up period than restrictive legend in a form agreed to by the Lock-Up Period contained in Purchaser describing the transfer restrictions under the Securities Act of 1933 and this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder7.2. Each Stockholder further Seller also agrees that and consents to the underwriters entry of any such offering are intended to be third-party beneficiaries stop transfer instructions with the Purchaser’s transfer agent and registrar against the transfer of shares of Common Stock owned by it except in compliance with the foregoing restrictions. If this Agreement is terminated under Section 8.5, the restrictions under this Section 2(j) 7.2 shall immediately terminate and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringhave no further force and effect.

Lock-Up Agreement. Each Stockholder hereby holder of Registrable Securities agrees that in connection with any registration of securities public offering of the Company relating to an underwritten offering thereof to Company's Common Stock or other equity securities, and upon the general public, to request of the extent requested by the Company or the managing underwriter of in such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) holder shall not, whether or 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 such Stockholder is participating to exceed ninety (90) days in such the case of any registration) (a) offer, pledge, sell, contract to sell, grant any option or right contract to purchase, lendpurchase any option or contract to sell, pledgehedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any 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 Holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or otherwise transfer or dispose of (other than in a private sale or to donees who agree b) above is to be similarly bound) any shares settled by delivery of Common Stock or any such other securities convertible into Common Stock (other than those sharessecurities, if any, which are in fact cash or otherwise. The foregoing provisions of this Section 3 shall not apply to sales of Registrable Securities to be included in such registrationoffering pursuant to Section 2(a) without 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 other agreements as may be reasonably requested by the Company or the applicable underwriters, as managing underwriter which are consistent with the case may be, for such period (the “Lock-Up Period”) of time (not foregoing or which are necessary to exceed (x) one hundred eighty (180) days with respect give further effect thereto. Notwithstanding anything to the initial public offering contrary contained in this Section 3, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3 in the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (event and to the extent such Stockholder then holds, individually that the managing underwriter or together with its Affiliates, two percent (2%) the Company permit any discretionary waiver or more termination of the outstanding shares restrictions of Common Stock, or is an any lock-up agreement pertaining to any officer, director or employee holder of greater than ten (10%) percent of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringoutstanding Common Stock.

Lock-Up Agreement. Each Stockholder The Shareholder hereby agrees that acknowledges and understands that, in connection with any registration of securities the OSI Initial Public Offering, the representatives (the "Representatives") of the Company relating underwriters (the "Underwriters") propose to enter into an underwritten underwriting or purchase agreement (the "Purchase Agreement") with OSI, among others, providing for the public offering thereof of shares of OSI Common Stock. The Shareholder hereby acknowledges and understands that, in connection with the entering into of such Purchase Agreement, the Representatives, on behalf of the Underwriters, will require the execution and delivery by the undersigned of an agreement (the "Lock-Up Agreement") substantially to the general publiceffect that, to during a period of 180 days from the extent requested by the Company or the underwriter of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more date of the outstanding shares of Common StockPurchase Agreement, or is an officerthe Shareholder will not, director or employee without the prior written consent of the Companylead manager named in the final OSI Registration Statement, directly or indirectly, (i) shall notoffer, whether or not such Stockholder is participating in such registrationpledge, sell, contract to sell, grant sell any option or right contract to purchase, lendpurchase any option or contract to sell, pledgegrant any option, right or warrant for the sale of, or otherwise dispose of or transfer any Exchangeable Shares or shares of OSI Common Stock or any securities convertible into or exchangeable or exercisable for Exchangeable Shares or OSI Common Stock, whether owned at the date of the Purchase Agreement or thereafter acquired by the Shareholder or with respect to which the Shareholder had at the date of the Purchase Agreement or thereafter acquires the power of disposition, or file any registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers transfers, in whole or in part, directly or indirectly, the economic consequences consequence of ownership of the Exchangeable Shares or otherwise transfer OSI Common Stock, whether any such swap or dispose of (other than in a private sale or to donees who agree transaction is to be similarly bound) any shares settled by delivery of Exchangeable Shares or OSI Common Stock or any other securities convertible into Common Stock (other than those sharessecurities, if anyin cash or otherwise. Notwithstanding the foregoing, which are in fact included in such registration) without obtaining the prior written consent of the Company lead manager named in the final OSI Registration Statement, the Shareholder will be permitted to transfer Exchangeable Shares or the applicable underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of OSI Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than Stock otherwise subject to the Lock-Up Period contained Agreement to any immediate family member of the Shareholder, any trust established for the benefit of any such immediate family member or any corporation wholly owned by the Shareholder or any combination of the Shareholder and any of the foregoing, provided that, prior to such transfer and as a condition thereof, the transferee shall deliver to the Representatives a written agreement to be bound by the restrictions set forth in this Section 2(jthe Lock-Up Agreement until the expiration of the aforementioned 180-day period. The Shareholder hereby irrevocably constitutes and appoints each of Dougxxx Xxxxxxx xxx Cindx Xxxxxx, xx either of them, as the Shareholder's true and lawful attorney-in-fact and agent to execute and deliver to the Representatives in the name and on behalf of the Shareholder the Lock-Up Agreement substantially to the effect set forth above and to take such other actions on behalf of the Shareholder in connection with the Lock-Up Agreement as may be reasonably necessary. The Shareholder hereby represents and warrants to OSI and the Underwriters (a) that each of Mr. Xxxxxxx xxx Ms. Xxxxxx xx irrevocably authorized to execute and deliver to the Representatives in the name and on behalf of the Shareholder such a Lock-Up Agreement and to take such other actions on behalf of the Shareholder in connection with the Lock-Up Agreement as may be reasonably necessary and (b) that upon such execution and delivery by such attorney-in-fact on behalf of the Shareholder, such Lock-Up Agreement will constitute the legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as such enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and (ii) terms subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Shareholder hereby confirms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees he, she or it understands that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) Underwriters and such beneficiaries OSI will rely upon the foregoing in proceeding with the OSI Initial Public Offering. The foregoing shall be entitled to enforce binding on the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringShareholder and his, her or its respective successors, heirs, personal representatives and assigns.

Lock-Up Agreement. Each Stockholder The Shareholder hereby agrees that acknowledges and understands that, in connection with any registration of securities the OSI Initial Public Offering, the representatives (the "Representatives") of the Company relating underwriters (the "Underwriters") propose to enter into an underwritten underwriting or purchase agreement (the "Purchase Agreement") with OSI, among others, providing for the public offering thereof of shares of OSI Common Stock. The Shareholder hereby acknowledges and understands that, in connection with the entering into of such Purchase Agreement, the Representatives, on behalf of the Underwriters, will require the execution and delivery by the Shareholder of an agreement (the "Lock-Up Agreement") substantially to the general publiceffect that, to during a period of 180 days from the extent requested by the Company or the underwriter of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more date of the outstanding shares of Common StockPurchase Agreement, or is an officerthe Shareholder will not, director or employee without the prior written consent of the Companylead manager named in the final OSI Registration Statement, directly or indirectly, (i) shall notoffer, whether or not such Stockholder is participating in such registrationpledge, sell, contract to sell, grant sell any option or right contract to purchase, lendpurchase any option or contract to sell, pledgegrant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of OSI Common Stock or any securities convertible into or exchangeable or exercisable for OSI Common Stock, whether owned at the date of the Purchase Agreement or thereafter acquired by the Shareholder or with respect to which the Shareholder had at the date of the Purchase Agreement or thereafter acquires the power of disposition, or file any registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers transfers, in whole or in part, directly or indirectly, the economic consequences consequence of ownership of the OSI Common Stock, whether any such swap or otherwise transfer or dispose of (other than in a private sale or to donees who agree transaction is to be similarly bound) any shares settled by delivery of OSI Common Stock or any other securities convertible into Common Stock (other than those sharessecurities, if anyin cash or otherwise. Notwithstanding the foregoing, which are in fact included in such registration) without obtaining the prior written consent of the Company or lead manager named in the applicable underwritersfinal OSI Registration Statement, as the case may be, for such period (the “Lock-Up Period”) of time (not Shareholder will be permitted to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding transfer shares of OSI Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than Stock otherwise subject to the Lock-Up Period contained Agreement to any immediate family member of the Shareholder, any trust established for the benefit of any such immediate family member or any corporation wholly owned by the Shareholder or any combination of the Shareholder and any of the foregoing, provided that, prior to such transfer and as a condition thereof, the transferee shall deliver to the Representatives a written agreement to be bound by the restrictions set forth in this Section 2(jthe Lock-Up Agreement until the expiration of the aforementioned 180-day period. 219 The Shareholder hereby irrevocably constitutes and appoints each of Dougxxx Xxxxxxx xxx Cindx Xxxxxx, xx either of them, as the Shareholder's true and lawful attorney-in-fact and agent to execute and deliver to the Representatives in the name and on behalf of the Shareholder the Lock-Up Agreement substantially to the effect set forth above and to take such other actions on behalf of the Shareholder in connection with the Lock-Up Agreement as may be reasonably necessary. The Shareholder hereby represents and warrants to OSI and the Underwriters (a) that each of Mr. Xxxxxxx xxx Ms. Xxxxxx xx irrevocably authorized to execute and deliver to the Representatives in the name and on behalf of the Shareholder such a Lock-Up Agreement and to take such other actions on behalf of the Shareholder in connection with the Lock-Up Agreement as may be reasonably necessary and (b) that upon such execution and delivery by such attorney-in-fact on behalf of the Shareholder, such Lock-Up Agreement will constitute the legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as such enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and (ii) terms subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Shareholder hereby confirms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees he, she or it understands that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) Underwriters and such beneficiaries OSI will rely upon the foregoing in proceeding with the OSI Initial Public Offering. The foregoing shall be entitled to enforce binding on the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringShareholder and his, her or its respective successors, heirs, personal representatives and assigns.

Lock-Up Agreement. Each Stockholder In consideration for the Company agreeing to its obligations under this Agreement, each Holder severally hereby agrees that in connection with any registration of securities of the Company relating to an underwritten offering thereof to the general publicsuch Holder shall not, to the extent requested by the Company or the managing underwriter of such offeringa public offering in which Shares (as defined below) are sold, such Stockholder (to the extent such Stockholder then holdsdirectly or indirectly, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registrationoffer, sell, pledge, contract to sell, transfer the economic risk of ownership in, make any short sale, grant any option to purchase or right otherwise dispose of any Registrable Securities or any securities convertible into or exchangeable or exercisable for or any other rights to purchasepurchase or acquire Registrable Securities, lendincluding, pledgewithout limitation, Common Shares which may be deemed to be beneficially owned by the Holders in accordance with the rules and regulations of the Commission and Common Shares which may be issued upon exercise of a stock option or warrant, or enter into any swap or other arrangement that transfers economic consequences of ownership or otherwise transfer or dispose of Hedging Transaction (other than in a private sale or as defined below) relating to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock Registrable Securities (other than those shares, if any, which are in fact included in such registration) without the prior written consent each of the Company or foregoing referred to as a “Disposition”) for a period of 180 days after the applicable underwriters, as effective date of the case may be, for registration statement relating to such period public offering (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to unless the initial public offering of managing underwriter otherwise agrees, and the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder Warrantholder shall enter into a lock-up such an agreement in the form (containing customary terms) reasonably if requested by such the managing underwriter or underwriters for such offering, of a public offering in which equity securities of the Company are sold; provided, however, that such lock-up agreement does not provide (i) for all officers and directors of the Company enter into similar agreements. The foregoing restriction is expressly intended to preclude any Holder from engaging in any Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or result in a longer lock-up period than Disposition during the Lock-Up Period contained in this Section 2(jeven if the securities would be disposed of by someone other than such Holder. “Hedging Transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (iiincluding, without limitation, any put or call option) terms with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Shares. “Shares” shall mean equity securities of the Company that are, or that are more onerous to such Stockholder than those applicable to any similarly situated Stockholderconvertible directly or indirectly into, Common Shares. Each Stockholder further Holder agrees that the underwriters of any such offering are intended Company may instruct its transfer agent to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled place stop transfer notations in its records to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offering9.

Lock-Up Agreement. Each Stockholder hereby holder of Registrable Securities agrees that in connection with any registration of securities public offering of the Company relating to an underwritten offering thereof to Company's Common Stock or other equity securities, and upon the general public, to request of the extent requested by the Company or the managing underwriter of in such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) holder shall not, whether or 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 such Stockholder is participating in such registrationto exceed 360 days), (a) offer, pledge, sell, contract to sell, grant any option or right contract to purchase, lendpurchase any option or contract to sell, pledgehedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any 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 Holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or otherwise transfer or dispose of (other than in a private sale or to donees who agree b) above is to be similarly bound) any shares settled by delivery of Common Stock or any such other securities convertible into Common Stock (other than those sharessecurities, if any, which are in fact cash or otherwise. 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) without or Section 3(a), and shall be applicable to the prior written consent holders of Registrable Securities only if all officers and directors of the Company and all stockholders owning more than 5% of the Company's outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the applicable underwriters, as managing underwriter which are consistent with the case may be, for such period (the “Lock-Up Period”) of time (not foregoing or which are necessary to exceed (x) one hundred eighty (180) days with respect give further effect thereto. Notwithstanding anything to the initial public offering contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 4 in the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (event and to the extent such Stockholder then holds, individually that the managing underwriter or together with its Affiliates, two percent (2%) the Company permit any discretionary waiver or more termination of the outstanding shares restrictions of Common Stock, or is an any lock-up agreement pertaining to any officer, director or employee holder of greater than 5% of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringoutstanding Common Stock.

Lock-Up Agreement. Each Stockholder hereby (a) BAS agrees that that, during the period specified in connection with any registration of securities of the Company relating to an underwritten offering thereof to the general public, to the extent requested by the Company or the underwriter of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registration, sell, contract to sell, grant any option or right to purchase, lend, pledge, enter into any swap or other arrangement that transfers economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such registration) without the prior written consent of the Company or the applicable underwriters, as the case may be, for such period following paragraph (the “Lock-Up Period”) of time (BAS will not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) offer, pledge, announce the intention to sell, 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 BAS Shares or any securities convertible into or exercisable or exchangeable for a longer lock-up period than BAS Shares or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the Lock-Up Period contained economic consequences of ownership of the BAS Shares, whether any such transaction described in this Section 2(jclause (i) or (ii) terms that are more onerous above is to be settled by delivery of BAS Shares or such Stockholder other securities, in cash or otherwise. The foregoing restriction is expressly agreed to preclude BAS from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the BAS Shares even if such shares would be disposed of by someone other than those applicable BAS. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any similarly situated Stockholderof the BAS Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares. Each Stockholder further agrees Notwithstanding the foregoing, nothing in this paragraph (a) shall restrict BAS from entering into customary market making transactions on behalf of customers in the ordinary course of business. (b) The Lock-Up Period will commence on the date of the Closing Date and continue until January 1, 2008. (c) Notwithstanding anything in this Section 3 to the contrary, commencing after the Closing Date, if the Company offers any holders (“Pre-IPO NYMEX Holders”) of the Company’s common stock that was issued prior to the Company’s initial public offering (such stock “Pre-IPO Shares”) with the opportunity to register all or some of their Pre-IPO Shares in a registration statement to be filed with the SEC under the Securities Act (a “Resale Registration”), then the Company shall provide BAS with the opportunity to include the BAS Shares in the Resale Registration upon the same terms and subject to the same conditions as the Pre-IPO NYMEX Holders. To the extent that the underwriters number of any such offering are intended shares of common stock of the Company to be thirdincluded in a Resale Registration is to be limited in any respect, the Pre-party beneficiaries of this Section 2(j) IPO NYMEX Holders and such beneficiaries BAS shall be entitled to enforce include shares on a pro rata basis based on the provisions number of this shares eligible and requested to be registered of each series of common stock by the Pre-IPO NYMEX Holders and BAS. Any BAS shares sold pursuant to the Resale Registration shall be excluded from the restrictions set forth in Section 2(j3(a) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringherein.

Lock-Up Agreement. Each Stockholder hereby agrees that in connection with any registration of securities In consideration of the Company relating Underwriters' agreement to an underwritten offering thereof to purchase, and undertake the general publicOffering of, to the extent requested by the Company or the underwriter of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, each Stockholder agrees not to, directly or is an officerindirectly, director or employee of the Company) shall notoffer, whether or not such Stockholder is participating in such registrationsell, offer to sell, contract to sell, pledge, grant any option to purchase or right to purchaseotherwise sell or dispose (or announce any offer, lendsale, offer of sale, contract of sale, pledge, enter into any swap grant of an option to purchase or other arrangement that transfers sale or disposition) of any Common Stock (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned by a Stockholder in accordance with the rules and regulations of the SEC and shares of Common Stock which may be issued upon exercise of a stock option or warrant) or any securities convertible into or exercisable or exchangeable for such Common Stock in any manner, transfer all or a portion of the economic consequences associated with the ownership of ownership or otherwise transfer or dispose the Common Stock, for a period of (180 days after the effective date of the Registration Statement, other than (i) as a gift or gifts, provided the donee or donees thereof agree in a private sale or to donees who agree writing to be similarly boundbound by this Article III, (ii) transfers to a transferor's affiliate, as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), provided the transferee or transferees thereof agree in writing to be bound by this Article III, or (iii) with the prior written consent of Prudential Securities Incorporated. Each Stockholder agrees that for a period of 180 days after the effective date of the Registration Statement, such Stockholder will not exercise any rights that such Stockholder may have to cause the Company to register (under the Securities Act or otherwise) any shares of Common Stock or any other securities convertible into or exercisable or exchangeable for shares of Common Stock (other than those sharesStock, if any, which are in fact included in such registration) without the prior written consent of the Company or the applicable underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringPrudential Securities Incorporated.

Lock-Up Agreement. Each Stockholder Member hereby agrees that in connection with any registration of securities an Initial Public Offering and upon the request of the Company relating to an underwritten offering thereof to the general public, to the extent requested by the Company or the managing underwriter of in such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) Member shall not, whether 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 to exceed 180 days in the case of an Initial Public Offering or not such Stockholder is participating 180 days in such registrationthe case of any registration other than an Initial Public Offering), (i) offer, pledge, sell, contract to sell, grant any option or right contract to purchase, lendpurchase any option or contract to sell, pledgehedge the beneficial ownership of, or otherwise dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity) held immediately 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 or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those sharessuch securities, if any, which are in fact included in such registration) without the prior written consent of the Company or the applicable underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in whether any such offering, such Stockholder shall enter into a lock-up agreement transaction described in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide clause (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended above is to be third-party beneficiaries settled by delivery of this Section 2(jUnits or Unit Equivalents (including equity securities of the IPO Entity) and or such beneficiaries shall be entitled to enforce the other securities, in cash or otherwise. The foregoing provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j15.16(d) shall not apply to sales of securities to be deemed included in such Initial Public Offering or other offering if otherwise permitted and shall be applicable to prevent the Stockholders Members only if all officers and directors of the Company and all Members owning more than 1.0% of the Company’s outstanding Common Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 15.16(d), each Member shall be released, pro rata, from exercising their rights under any lock-up agreement entered into pursuant to this Section 2(b15.16(d) hereof in connection with the event and to the extent that the managing underwriter or the Company permit any such underwritten offeringdiscretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than 1.0% of the Company’s outstanding Common Units (or the IPO Entity’s equivalent common equity securities).

Lock-Up Agreement. Each Stockholder hereby agrees that in connection with (a) Optionee, if requested by the Company and the lead underwriter of any registration public offering of the Common Stock or other securities of the Company relating (the "Lead Underwriter"), hereby irrevocably agrees not to an underwritten offering thereof to the general public, to the extent requested by the Company or the underwriter of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registration, sell, contract to sell, grant any option or right to purchase, lend, pledge, enter into any swap or other arrangement that transfers transfer the economic consequences risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of any interest in any Common Stock or any securities convertible into or exchangeable or exercisable for or any other rights to purchase or acquire Common Stock (other than except Common Stock included in such public offering or acquired on the public market after such offering) during the 180-day period following the effective date of a private sale registration statement of the Company filed under the Securities Act, or such shorter period of time as the Lead Underwriter shall specify. Optionee further agrees to donees who agree sign such documents as may be requested by the Lead Underwriter to be similarly boundeffect the foregoing and agrees that the Company may impose stop-transfer instructions with respect to such Common Stock subject until the end of such period. The Company and Optionee acknowledge that each Lead Underwriter of a public offering of the Company's stock, during the period of such offering and for the 180-day period thereafter, is an intended beneficiary of this Section 11. (b) Notwithstanding the foregoing, Section 11(a) shall not prohibit Optionee from transferring any shares of Common Stock or any other securities convertible into or exchangeable or exercisable for the Company's Common Stock (other than those shares, if any, either during Optionee's lifetime or on death by will or intestacy to Optionee's immediate family or to a trust the beneficiaries of which are in fact included in such registration) without the exclusively Optionee and/or a member or members of Optionee's immediate family; provided; however, that prior written consent of the Company or the applicable underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or transfer, each transferee shall execute an agreement pursuant to which each transferee shall agree to receive and hold such underwriters may specify in writing. Each Stockholder hereby further agrees that (securities subject to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto11 hereof. The provisions For the purposes of this Section 2(j) paragraph, the term "immediate family" shall not be deemed to prevent mean spouse, lineal descendant, father, mother, brother or sister of the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringtransferor.

Lock-Up Agreement. Each Stockholder hereby Holder of Registrable Securities agrees that in connection with any registration of securities underwritten public offering of the Company relating to an underwritten offering thereof to Company’s Common Stock or other equity securities, upon the general public, to request of the extent requested by the Company or the managing underwriter of in such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) holder shall not, whether 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 180 days in the case of an IPO or not such Stockholder is participating 90 days in such registrationthe case of any registration other than an IPO), (a) offer, pledge, sell, contract to sell, grant any option or right contract to purchase, lendpurchase any option or contract to sell, pledgehedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any 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 Holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or otherwise transfer or dispose of (other than in a private sale or to donees who agree b) above is to be similarly bound) settled by delivery of Common Stock or such other securities, in cash or otherwise; provided that any Holder may distribute shares of Common Stock to one or more of its members who agree in writing to be bound by and subject to the terms and conditions set forth in this Section 3 with respect to any other securities convertible registration declared effective prior to such distribution, subject to any contractual lock-up agreement entered into with the underwriters of any underwritten public offering of the Company’s Common Stock (other than those shares, if any, which are in fact Stock. The foregoing provisions of this Section 3 shall not apply to sales of Registrable Securities to be included in such registration) without the prior written consent offering pursuant to Section 2.1, Section 2.2 or Section 2.3. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the applicable underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any managing underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous consistent with the foregoing or that are necessary to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder give further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringeffect thereto.

Lock-Up Agreement. Each (a) In no event shall any Stockholder hereby agrees that in connection with any registration of securities be permitted, during the period commencing on the date hereof and ending on the date of the Company relating to an underwritten offering thereof to the general public, to the extent requested by the Company or the underwriter of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more listing of the outstanding shares of Common StockStock on a national securities exchange, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registration, sell, contract to sell, assign, transfer, make a short sale of, loan, or grant any option or right to purchasefor the purchase of, lend, pledge, enter into any swap or other arrangement that transfers economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock for a price that is less than $6.142 per share (subject to proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split or similar event affecting the Common Stock that becomes effective after the date of this Agreement) or any other securities convertible into shares of capital stock of the Company for an effective price that is less than $6.142 per share on an as-converted to Common Stock basis (other than those sharessubject to proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split or similar event affecting the Common Stock that becomes effective after the date of this Agreement), except (x) with the prior written consent of the Company or (y) to a member of such Stockholder’s Group. (b) Each Stockholder agrees further that, if anythe Company or a managing underwriter so requests of such Stockholder in connection with a registered public offering of securities of the Company, which are in fact included in such registration) Stockholder will not, without the prior written consent of the Company or the applicable such underwriters, as sell, assign, transfer, make a short sale of, loan, grant any option for the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stockpurchase of, or (y) ninety (90) days exercise registration rights with respect to any shares of Common Stock or shares of capital stock or other offering) from the effective date securities of the registration statement for such registration as the Company Corporation convertible into or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holdsexercisable for, individually whether directly or together with its Affiliatesindirectly, two percent (2%) or more of the outstanding shares of Common Stock, or is an officerother than to a member of such Stockholder’s Group, director or employee during the period of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) 180 days following the closing of the first public offering of securities offered and sold for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) account of the Corporation that is registered under the Securities Act, or (ii) terms 90 days following the closing of any other public offering of securities offered and sold for the account of the Corporation that are more onerous to is registered under the Securities Act; provided that such request is made of all officers, directors and 1% and greater Stockholders and each such person shall be similarly bound; and, provided, further, that nothing in this Section 3.11(b) shall prevent any Stockholder than those applicable to from participating in any similarly situated Stockholder. Each Stockholder further agrees registered public offering of the Corporation as a selling stockholder or security holder. (c) In the event that the underwriters of any such offering are intended Corporation releases or causes to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce released any Stockholder from any restrictions on transfer set forth in the foregoing provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) 3.11, the Corporation shall not release or cause to be deemed to prevent the released all other Stockholders from exercising their rights under Section 2(b) hereof in connection with similar fashion and any such underwritten offeringrelease of all Stockholders shall be implemented on a pro rata basis.

Lock-Up Agreement. Each Stockholder hereby agrees For a period of two years after the Closing Date, each Shareholder that in connection with any registration of securities holds or owns (at the time of the Company relating to an underwritten offering thereof to the general public, to the extent requested by the Company written request of Cubist or the managing underwriter of such offering, such Stockholder (referred to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%below in this Section 7.4(b) or more of at any time during the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registration, sell, contract to sell, grant any option or right to purchase, lend, pledge, enter into any swap or other arrangement that transfers economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such registration) without the prior written consent of the Company or the applicable underwriters, as the case may be, for such 90-day period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from commencing on the effective date of the registration statement for relating to such registration as underwritten public offering of Cubist's securities) of record or beneficially (within the Company meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) shares of Cubist Common Stock hereby agrees that, at the written request of Cubist or any managing underwriter of any underwritten public offering of securities of Cubist, such Shareholder shall not, without the prior written consent Cubist or such underwriters may specify in writing. Each Stockholder hereby further agrees managing underwriter, sell, make any short sale of, loan, grant any option for the purchase of, pledge, encumber, or otherwise dispose of, or exercise any registration rights with respect to, any shares of Cubist Common Stock during the 90-day period commencing on the effective date of the registration statement relating to such underwritten public offering of Cubist's securities; PROVIDED, HOWEVER, that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or this obligation shall only apply if all officers and directors of Cubist and holders of more than 5% of the outstanding shares of Cubist Common StockStock shall also be subject to similar lock-up restrictions with respect to such underwritten public offering. In order to enforce the foregoing covenant, Cubist may impose stop transfer instructions with respect to the shares of Cubist Common Stock owned or is an officerheld by each Shareholder, director or employee of and the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall Shareholders agree to enter into a customary agreement with the underwriters of such offering reflecting the lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringset forth herein.

Lock-Up Agreement. Each Stockholder Holder hereby agrees that in connection with any registration of securities it will not, without the prior written consent of the Company (or the managing underwriter of any Company offering involving a Holder), during the period commencing on the date of the final prospectus relating to an underwritten any Company offering thereof to and ending on the general public, to the extent requested date specified by the Company or and the managing underwriter of (such offeringperiod not to exceed ninety (90) days) (i) lend, such Stockholder (to the extent such Stockholder then holdsoffer, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registrationpledge, sell, contract to sell, grant sell any option or right contract to purchase, lendpurchase any option or contract to sell, pledgegrant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any equity interests in the Company or any securities convertible into or exercisable or exchangeable for such equity 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 or otherwise transfer or dispose of (other than equity interests in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such registration) without the prior written consent of the Company or the applicable underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in whether any such offering, such Stockholder shall enter into a lock-up agreement transaction described in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide clause (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous above is to such Stockholder than those be settled by delivery of common stock or other securities, in cash or otherwise. The foregoing provisions of this Section 7 shall not apply to sales of Registrable Securities to be included in an offering pursuant to Section 2 of this Agreement, and shall be applicable to any similarly situated Stockholderthe holders of Registrable Securities only if all officers and directors of the Company are subject to the same restrictions. Each Stockholder Holder further agrees that 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 such Company offering are intended to be third-third party beneficiaries of this Section 2(j) 7 and such beneficiaries shall be entitled have the right, power and authority to enforce the provisions of this Section 2(j) an their own behalf hereof as though they were a party hereto. The provisions In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Registrable Securities of each Holder (and the securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding anything to the contrary contained in this Section 2(j) 7, each holder of Registrable Securities shall not be deemed released, pro rata, from any lock-up agreement entered into pursuant to prevent this Section 7 in the Stockholders from exercising their rights under Section 2(b) hereof in connection with event and to the extent that the managing underwriter or the Company permit any such underwritten offeringdiscretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer or director.

Lock-Up Agreement. Each Stockholder hereby The Investor agrees that in connection with any registration registered offering of the Common Stock or other equity securities of the Company relating to an underwritten offering thereof to Company, and upon the general public, to request of the extent requested by the Company or the managing underwriter of in such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) it shall not, whether or not without the prior written consent of such Stockholder is participating in managing underwriter, during the period commencing on the effective date of such registrationregistration and ending on the date specified by such managing underwriter, (a) offer, pledge, sell, contract to sell, grant any option or right contract to purchase, lendpurchase any option or contract to sell, pledgehedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the Registration Statement for such offering/(whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or otherwise transfer or dispose of (other than in a private sale or to donees who agree b) above is to be similarly bound) any shares settled by delivery of Common Stock or any such other securities convertible into Common Stock (other than those sharessecurities, if any, which are in fact cash or otherwise. 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), Section 2(b), Section 2(c), Section 2(d) without or Section 3(a), and shall be applicable to the prior written consent Investor only if all officers and directors of the Company and all stockholders owning more than 10% of the Company’s outstanding Common Stock are subject to the same restrictions. The Investor agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the applicable underwriters, as managing underwriter which are consistent with the case may be, for such period (the “Lock-Up Period”) of time (not foregoing or which are necessary to exceed (x) one hundred eighty (180) days with respect give further effect thereto. Notwithstanding anything to the initial public offering contrary contained in this Section 5, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 5 in the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (event and to the extent such Stockholder then holds, individually that the managing underwriter or together with its Affiliates, two percent (2%) the Company permit any discretionary waiver or more termination of the outstanding shares restrictions of Common Stock, or is an any lock-up agreement pertaining to any officer, director or employee holder of greater than 10% of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringoutstanding Common Stock.

Lock-Up Agreement. Each Stockholder hereby From and after the Closing Date until the Lock-up Expiration Date (as defined below) (the “Lock-up Period”), the undersigned Purchaser agrees that in connection with any registration of securities of the Company relating to an underwritten offering thereof to the general publicthat, to the extent requested by the Company or the underwriter of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registration, sell, contract to sell, grant any option or right to purchase, lend, pledge, enter into any swap or other arrangement that transfers economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such registration) without the prior written consent of the Company Corporation, he, she or it shall not directly or indirectly (i) offer, transfer, sell, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any Shares of Common Stock purchased by the applicable underwritersPurchaser pursuant to this Purchase Agreement (including, without limitation, the shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement and Shares of Common Stock of the Corporation which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC), (ii) enter into any Hedging Transaction (as defined below) involving the case may beShares purchased by the undersigned pursuant to this Purchase Agreement, for such period or shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement, (the “Lock-Up Period”iii) of time (not to exceed (x) one hundred eighty (180) days make any demand for, or exercise any right with respect to to, the initial public offering registration of any Shares or any security convertible into or exercisable or exchangeable for the Common StockStock purchased by the undersigned pursuant to this Purchase Agreement, or (yiv) ninety (90) days with respect publicly announce any intention to do any other offering) from the effective date of the registration statement for such registration foregoing (each of the foregoing referred to as a “Disposition”), except (a) in connection with a bona fide pledge to, or similar arrangement in connection with a bona fide borrowing from, a financial institution, (b) in the Company or such underwriters may specify event of a change in writing. Each Stockholder hereby further agrees that (to control of the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) Corporation whereby 25% or more of the Corporation’s outstanding voting stock is acquired by a third party, (c) in the event that any necessary Governmental Agency approvals that are a condition precedent to the Closing are not obtained for any reason, (d) that the Purchaser may tender a proportionate part of its Shares or shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offering.

Lock-Up Agreement. Each Stockholder Holder hereby agrees that in connection with any registration of securities it will not, without the prior written consent of the Company relating to an underwritten offering thereof to the general publicmanaging underwriter, to the extent requested by the Company or the underwriter of such offeringduring the (a) lend, such Stockholder (to the extent such Stockholder then holdsoffer, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registrationpledge, sell, contract to sell, grant sell any option or right contract to purchase, lendpurchase any option or contract to sell, pledgegrant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Registrable Securities (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) held immediately prior to the effectiveness of the registration statement for such offering, or (b) enter into any swap or other arrangement that transfers Transfers to another, in whole or in part, any of the economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such registration) without the prior written consent of the Company or the applicable underwritersRegistrable Securities, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in whether any such offering, such Stockholder shall enter into a lock-up agreement transaction described in the form clause (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(ja) or (iib) terms that are more onerous of this Section 5.04 is to be settled by delivery of such Stockholder than those Registrable Securities or other securities of SciQuest Holdings or any of its Subsidiaries, in cash or otherwise. The foregoing provisions of this Section 5.04 will apply only to a Qualified IPO, will not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and will only be applicable to any similarly situated Stockholderthe Holders if all officers, directors and greater than 5% stockholders of SciQuest Holdings (or such stockholders with smaller percentages if required by an underwriter) enter into similar agreements. Each Stockholder further agrees that The underwriters in connection with the underwriters of any such offering Qualified IPO are intended to be third-party beneficiaries of this Section 2(j) 5.04 and such beneficiaries shall be entitled will have the right, power and authority to enforce the provisions of this Section 2(j) an their own behalf hereof as though they were a party hereto. The provisions of Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Public Offering that are consistent with this Section 2(j) shall not be deemed 5.04 or that are necessary to prevent give further effect thereto. Any discretionary waiver or termination of the Stockholders from exercising their rights under Section 2(b) hereof in connection with restrictions of any or all of such underwritten offeringagreements by SciQuest Holdings or the underwriters will apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements.

Lock-Up Agreement. Each (a) (i) The Company will not, and the Selling Stockholder hereby agrees that in connection with any registration of securities it will not, without the prior written consent of the Company relating to an underwritten offering thereof to the general public, to the extent requested by the Company or the underwriter of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more Managers on behalf of the outstanding shares of Common StockUnderwriters, or is an officer, director or employee during the period ending 90 days after the date of the CompanyProspectus, (A) shall notoffer, whether or not such Stockholder is participating in such registrationpledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledgeor otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise transfer or dispose (C) in the case of (other than in a private sale or the Company, file any registration statement with the Securities and Exchange Commission relating to donees who agree to be similarly bound) the offering of any shares of Common Stock or any other securities convertible into or exercisable or exchangeable for Common Stock. (ii) The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (other than those sharesC) grants, if anyissuances or exercises under any existing stock incentive plans or employee benefits plans or (D) the issuance of Common Stock in connection with the acquisition of, which are or joint venture with, another company; provided that in fact included the case of any transfer, distribution or issuance pursuant to clause (D), (1) each distributee or recipient shall sign and deliver a lock-up letter substantially in such registrationthe form of Exhibit A hereto and (2) the undersigned and the recipient shall not be required to, and shall not voluntarily, file a report under the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock during the restricted period referred to in the preceding paragraph. In addition, the Selling Stockholder agrees and consents that, without the prior written consent of Xxxxxx Xxxxxxx and CGMI on behalf of the Company Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the applicable underwritersregistration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, provided that the Selling Stockholder may make a demand for, or exercise rights with respect to, registration of shares of Common Stock pursuant to the Stockholder Agreement so long as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days no registration statement with respect to the initial public offering such shares is filed during such 90-day period. (iii) Each of the Common Stock, or (y) ninety (90) days with respect to any other offering) from Company and the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Selling Stockholder hereby further agrees that (also agree and consent to the extent such Stockholder then holds, individually or together entry of stop transfer instructions with its Affiliates, two percent (2%) or more the Company's transfer agent and registrar against the transfer of the outstanding shares of Common Stock, or is an officer, director or employee of Stock except in compliance with the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringforegoing restrictions.

Lock-Up Agreement. Each Stockholder In connection with the issuance of this Note, Investor hereby acknowledges and agrees that that, if all of the Company’s executive officers, directors and 80% or more of all shareholders individually holding more than 1% of the Common Stock of the Company enter into lock-up agreements (the “Lock-Up Agreements”) with the applicable underwriters in connection with any the filing of a registration statement including a prospectus setting forth an estimated offering price range with the Securities and Exchange Commission (the “SEC”) that is reasonably anticipated at the time of securities such filing to result in an Initial Public Offering, upon the Company’s request, Investor will enter into a lock-up agreement with the underwriters of the Company relating to an underwritten offering thereof such Initial Public Offering and upon such underwriters’ request, it will agree, effective no later than one week prior to the general public, to distribution of a preliminary prospectus in connection with the extent requested by the Company or the underwriter commencement of marketing activities in respect of such offeringcontemplated Initial Public Offering, such Stockholder not to (to the extent such Stockholder then holdsa) lend, individually or together with its Affiliatesoffer, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registrationpledge, sell, contract to sell, grant sell any option or right contract to purchase, lendpurchase any option or contract to sell, pledgegrant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock of the Company (whether such shares or any such securities are then owned by the Investor or are thereafter acquired) or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock of the Company, whether any such transaction described in clause (a) or otherwise transfer or dispose of (other than in a private sale or to donees who agree b) above is to be similarly bound) any shares settled by delivery of Common Stock or any such other securities convertible into Common Stock (other than those sharessecurities, if anyin cash or otherwise, which are in fact included in such registration) without the prior written consent of the Company or the applicable such underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, ; provided that such lock-up agreement does shall not provide (i) restrict the ability of such holder of this Note to convert this Note pursuant to Section 4, is not more restrictive in any material respect than any of the Lock-up Agreements, and includes provisions for a longer the pro rata release from such lock-up period than agreement entered into by the Investor of shares of Common Stock or other securities subject thereto upon the release of such shares or other securities from any of the Lock-Up Period up Agreements and contains provisions otherwise at least as favorable to Investor as those contained in this Section 2(jany of the Lock-up Agreements; provided, further that, (1) the pro rata release provision shall not apply (a) unless the underwriters have first waived more than 1%, in the aggregate, of the Common Stock of the Company from such prohibitions or (b)(i) if the release or waiver is effected solely to permit a transfer not for consideration and (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended transferee has agreed in writing to be thirdbound by the same terms described in this letter agreement, and (2) if the release or waiver is granted solely to allow a holder of Common Stock of the Company to participate as a selling stockholder in a follow-party beneficiaries on public offering of this Section 2(j) and such beneficiaries Common Stock of the Company pursuant to a registration statement that is filed with the SEC, the pro rata release provision shall be entitled apply only to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed extent necessary to prevent allow Investor to participate in such follow-on offering with respect to securities sold by the Stockholders from exercising their rights under Section 2(b) hereof Investor in connection with any such underwritten offering.

Lock-Up Agreement. Each Stockholder hereby agrees that Notwithstanding anything in this Agreement to the contrary, in connection with any registration underwritten public offering of Razorfish Common Stock (a "Follow-On --------- Offering"), or any securities convertible into or exchangeable or exercisable -------- for shares of Razorfish Common Stock, the Company relating to an underwritten offering thereof to the general publicStockholder agrees that, to the extent if requested by the Company or the managing underwriter of such offeringthe Follow-On Offering, such the Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether directly or not such Stockholder is participating in such registrationindirectly, sell, offer, contract to sell, grant any option or right to purchase, lend, pledge, enter into any swap or other arrangement that transfers transfer the economic consequences risk of ownership in, make any short sale, pledge or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) of, any shares of Razorfish Common Stock or any other securities convertible into Common Stock (other than those sharesStock, if any, which are in fact included in such registration) without the prior written consent of Razorfish and the Company or the applicable underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering managing underwriters of the Common Stock, or (y) Follow-On Offering for a period of ninety (90) days with respect to any other offering) from the effective date of the registration statement for under the Securities Act relating to such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (Follow-On Offering and to the extent otherwise permissible under the requirements for a tax-free Merger; provided, however, that all ----------------- officers and directors of Razorfish enter into similar agreements. In order to enforce the foregoing covenant, Razorfish may impose stop-transfer instructions with respect to the Razorfish Common Stock until the end of such period. Notwithstanding the foregoing, the Stockholder then holdsshall in no way be restricted or prohibited from (i) entering into contracts to sell shares of Common Stock on a spot or forward basis, individually whether cash or together with its Affiliatesphysically settled and whether or not prepaid, two percent (2%ii) buying or more selling options, or entering into swaps or similar transactions, relating to shares of the outstanding Common Stock, whether cash or physically settled, (iii) pledging or otherwise granting any lien or security interest in shares of Common Stock, or is an officer, director or employee any of the Company)foregoing, if reasonably requested by in relation to any underwriter of the foregoing or underwriters in to any such offeringborrowing arrangements, such Stockholder shall enter or (iv) entering into any other agreements or arrangements, however denominated, which have a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, similar effect; provided, however, the rights granted to the Stockholder pursuant to this ----------------- sentence shall apply only to the extent that such lock-up agreement does are not provide (i) for a longer lock-up period than inconsistent with the Lock-Up Period contained obligations of the Stockholder in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that accordance with Paragraph I of the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringAffiliate Letter.

Lock-Up Agreement. Each Stockholder hereby From and after the Closing Date until the Lock-up Expiration Date (as defined below) (the “Lock-up Period”), the undersigned Purchaser agrees that in connection with any registration of securities of the Company relating to an underwritten offering thereof to the general publicthat, to the extent requested by the Company or the underwriter of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registration, sell, contract to sell, grant any option or right to purchase, lend, pledge, enter into any swap or other arrangement that transfers economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such registration) without the prior written consent of the Company Corporation, he, she or it shall not directly or indirectly (i) offer, transfer, sell, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any Shares of Common Stock purchased by the applicable underwritersPurchaser pursuant to this Purchase Agreement (including, without limitation, the shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement and Shares of Common Stock of the Corporation which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC), (ii) enter into any Hedging Transaction (as defined below) involving the case may beShares purchased by the undersigned pursuant to this Purchase Agreement, for such period or shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement, (the “Lock-Up Period”iii) of time (not to exceed (x) one hundred eighty (180) days make any demand for, or exercise any right with respect to to, the initial public offering registration of any Shares or any security convertible into or exercisable or exchangeable for the Common StockStock purchased by the undersigned pursuant to this Purchase Agreement, or (yiv) ninety (90) days with respect publicly announce any intention to do any other offering) from the effective date of the registration statement for such registration foregoing (each of the foregoing referred to as a “Disposition”), except (a) in connection with a bona fide pledge to, or similar arrangement in connection with a bona fide borrowing from, a financial institution, (b) in the Company or such underwriters may specify event of a change in writing. Each Stockholder hereby further agrees that (to control of the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) Corporation whereby 25% or more of the Corporation’s outstanding voting stock is acquired by a third party, (c) in the event that any necessary Governmental Agency approvals that are a condition precedent to the Closing are not obtained for any reason, (d) that the Purchaser may tender a proportionate part of its Shares or shares of Common StockStock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement in the event of a tender offer by a third party that is recommended or not opposed by the Corporation’s Board of Directors, or is an officer, director or employee (e) in the event that the independent directors serving on the Corporation’s Board of Directors on the date of this Agreement no longer constitute a majority of the Company)Corporation’s Board of Directors. The foregoing restrictions shall not apply to transfers by a Purchaser of any or all of the Shares purchased by the Purchaser pursuant to this Agreement or shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement to any affiliate of the Purchaser or to a foundation or charitable organization, if reasonably requested by any underwriter or underwriters provided that such transferee agrees in writing to the terms of this Section 5.2. The foregoing restriction is expressly intended to preclude the undersigned from engaging in any such offering, such Stockholder shall enter into Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or result in a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than Disposition during the Lock-Up Period contained in this Section 2(jeven if the securities would be disposed of by someone other than the undersigned. “Hedging Transaction” means any short sale (whether or not against the box) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offering.or

Lock-Up Agreement. Each (a) (i) The Company will not, and the Selling Stockholder hereby agrees that in connection with any registration of securities it will not, without the prior written consent of the Company relating to an underwritten offering thereof to Underwriter, during the general public, to period ending 50 days after the extent requested by the Company or the underwriter of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more date of the outstanding shares of Common StockProspectus, or is an officer(A) offer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registrationpledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledgeor otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise transfer or dispose (C) in the case of (other than in a private sale or the Company, file any registration statement with the Securities and Exchange Commission relating to donees who agree to be similarly bound) the offering of any shares of Common Stock or any other securities convertible into or exercisable or exchangeable for Common Stock. (ii) The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriter has been advised in writing, (other than those sharesC) grants, if anyissuances or exercises under any existing stock incentive plans or employee benefits plans or (D) the issuance of Common Stock in connection with the acquisition of, which are or joint venture with, another company; provided that in fact included the case of any transfer, distribution or issuance pursuant to clause (D), (1) each distributee or recipient shall sign and deliver a lock-up letter substantially in such registrationthe form of Exhibit A hereto and (2) the undersigned and the recipient shall not be required to, and shall not voluntarily, file a report under the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock during the restricted period referred to in the preceding paragraph. In addition, the Selling Stockholder agrees and consents that, without the prior written consent of the Company or Underwriter, it will not, during the applicable underwriters, as period ending 30 days after the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the Prospectus, make any demand for, or exercise any right with respect to, the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or is an officer, director or employee . (iii) Each of the Company and the Selling Stockholder also agree and consent to the entry of stop transfer instructions with the Company), if reasonably requested by any underwriter or underwriters ’s transfer agent and registrar against the transfer of shares of Common Stock except in any such offering, such Stockholder shall enter into a lock-up agreement in compliance with the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringforegoing restrictions.

Lock-Up Agreement. Each Stockholder hereby Subscriber covenants and agrees that from the date hereof until May 31, 2021, each Subscriber will not, and will cause all its affiliates (as defined in connection Rule 144 promulgated under the Securities Act) or any person in privity with the Subscriber or any registration of securities affiliate of the Company relating Subscriber not to, (i) sell, offer to an underwritten offering thereof to the general public, to the extent requested by the Company or the underwriter of such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registration, sell, contract or agree to sell, hypothecate, pledge, grant any option or right to purchase, lendmake any short sale or otherwise dispose of or agree to dispose of, pledgedirectly or indirectly, any shares of the Company’s Common Stock, par value $0.000001 (including the Shares) or Common Stock equivalents purchased hereunder, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to any shares of Common Stock (including the Shares) or Common Stock equivalents purchased hereunder by the Subscriber (including holding as a custodian) or with respect to which the Subscriber has beneficial ownership within the rules and regulations of the Commission as a result of being purchased hereunder, 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 any of the Subscriber’s Common Stock (including the Shares) purchased hereunder, whether any such transaction described in clause (i) or otherwise transfer or dispose of (other than in a private sale or to donees who agree ii) above is to be similarly boundsettled by delivery of shares of Common Stock (including the Shares) or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock (including the Shares) or any other securities convertible into Common Stock equivalents or (other than those shares, if any, which are in fact included in such registrationiv) without publicly disclose the prior written consent intention to do any of the Company foregoing. For the avoidance of doubt and notwithstanding the foregoing, it is understood that the foregoing shall not impact the Subscriber’s ability to sell or the applicable underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering take any of the Common Stock, or (y) ninety (90) days with foregoing actions in respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, Stock or is an officer, director or employee shares of Common Stock underlying previously issued warrants to purchase Common Stock held by the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in Subscriber on the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringdate hereof.

Lock-Up Agreement. Each Stockholder hereby holder of Purchased Shares agrees that in connection with any registration registered offering of the Common Stock or other equity securities of the Company relating to an underwritten offering thereof to Company, and upon the general public, to request of the extent requested by the Company or the managing underwriter of in such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) holder shall not, whether or 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 such Stockholder is participating in such registrationto exceed 180 days), (a) offer, pledge, sell, contract to sell, grant any option or right contract to purchase, lendpurchase any option or contract to sell, pledgehedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the Registration Statement for such offering/(whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or otherwise transfer or dispose of (other than in a private sale or to donees who agree b) above is to be similarly bound) any shares settled by delivery of Common Stock or any such other securities convertible into Common Stock (other than those sharessecurities, if any, which are in fact cash or otherwise. The foregoing provisions of this Section 7.16 shall not apply to sales of Purchased Shares to be included in such registration) without offering pursuant to Section 7.1 or 7.2, and shall be applicable to the prior written consent holders of Purchased Shares only if all officers and directors of the Company and all stockholders owning more than 10% of the Company’s outstanding Common Stock are subject to the same restrictions. Each holder of Purchased Shares agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the applicable underwriters, as managing underwriter which are consistent with the case may be, for such period (the “Lock-Up Period”) of time (not foregoing or which are necessary to exceed (x) one hundred eighty (180) days with respect give further effect thereto. Notwithstanding anything to the initial public offering contrary contained in this Section 7.16, each holder of Purchased Shares shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 7.16 in the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (event and to the extent such Stockholder then holds, individually that the managing underwriter or together with its Affiliates, two percent (2%) the Company permit any discretionary waiver or more termination of the outstanding shares restrictions of Common Stock, or is an any lock-up agreement pertaining to any officer, director or employee holder of greater than 10% of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringoutstanding Common Stock.

Lock-Up Agreement. Each Stockholder hereby Holder of Registrable Securities agrees that in connection with any registration of securities Initial Public Offering or any underwritten registered offering of the Company relating to an underwritten offering thereof to Common Stock in connection with this Section 6, and solely upon the general public, to request of the extent requested by the Company or the managing underwriter of in such offering, such Stockholder Holder shall agree not to, 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 extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more closing of the outstanding shares offering in the case of Common Stock, an Initial Public Offering or is an officer, director or employee ninety (90) days following the closing of the Companyoffering in the case of any other underwritten registered offering), (i) shall notoffer, whether or not such Stockholder is participating in such registrationpledge, sell, contract to sell, grant any option or right contract to purchase, lendpurchase any option or contract to sell, pledgehedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the 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 or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those sharessuch securities, if any, which are in fact included in such registration) without the prior written consent of the Company or the applicable underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in whether any such offering, such Stockholder shall enter into a lock-up agreement transaction described in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide clause (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, that (A) the foregoing provisions shall only be applicable to Holders if all officers and directors of the Corporation are more onerous subject to the same restrictions, (B) no Holder shall be subject to any such Stockholder restriction period of longer duration than those that applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any other Person subject to such offering are intended to be third-party beneficiaries of this Section 2(jrestrictions and (C) and such beneficiaries restrictions shall be entitled subject to enforce customary exceptions typically included in underwriter lock-up agreements, to the extent acceptable to the managing underwriter or underwriters. The foregoing provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j6(h) shall not apply, except in the 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 deemed reasonably requested by the Corporation or the managing underwriter that are consistent with the foregoing or that are necessary to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offeringgive further effect thereto.

Lock-Up Agreement. Each Stockholder Investor, Holder and transferee hereby agrees that that, in connection with any registration of securities the initial public offering of the Company relating to an underwritten offering thereof to under the general publicSecurities Act or under Canadian Securities Laws, to the extent if so requested by the Company or any representative of the underwriter of such offeringunderwriters (the “Managing Underwriter”), such Stockholder Investor, Holder or transferee shall not (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%i) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registration, lend; offer; pledge; sell, ; contract to sell, grant ; sell any option or right contract to purchase; purchase any option or contract to sell; grant any option, lendright, pledge, enter into any swap or other arrangement that transfers economic consequences of ownership warrant to purchase; or otherwise transfer or dispose of (other than in directly or indirectly); or (ii) enter into any hedging, swap or similar transaction with the same economic effect as a private sale of, any securities of the Company held by such Investor, Holder or transferee immediately prior to donees who agree to be similarly bound) any shares the effectiveness of Common Stock or any other securities convertible into Common Stock the registration statement for such offering (other than those shares, if any, which are in fact securities included in such registration) without registration statement), during the prior written consent period specified by the Board of Directors at the request of the Company or the applicable underwriters, as the case may be, for such period Managing Underwriter (the “Lock-Up IPO Market Standoff Period”) of time (), with such period not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from following the effective date of the such registration statement for (or such registration other period up to an additional thirty-four (34) days as may be requested by the Company or such the underwriters may specify to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in writingNASD Rule 2711 or NYSE Member Rule 472, or any similar regulations and successor provisions or amendments thereto). Each Stockholder hereby further agrees that (The foregoing shall only be applicable to the extent such Stockholder then holdsHolders if all officers, individually or together with its Affiliates, two directors and shareholders holding one percent (21%) or more of the Company’s outstanding shares capital stock are subject to similar obligations. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated StockholderIPO Market Standoff Period. Each Stockholder further Investor, Holder and transferee agrees that to execute a market standoff agreement with the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce Managing Underwriter in customary form consistent with the provisions of this Section 2(j) an their own behalf as though they were a party hereto7. The Company agrees to use commercially reasonable efforts to ensure that all future issuance of Company securities shall be subject to a lock-up or market standoff provision at least as restrictive as the provisions of this Section 2(j) 7. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall not be deemed apply pro rata to prevent all Investors and Holders subject to such agreements, based on the Stockholders from exercising their rights under Section 2(b) hereof in connection with any number of shares subject to such underwritten offeringagreements.

Lock-Up Agreement. (a) Each Stockholder Holder hereby agrees that in connection with any registration of securities that, without the prior written consent of the Company relating to an underwritten offering thereof to Company, such Holder will not, from the general public, to period from the extent requested date hereof until the applicable date that is set forth opposite such Holder’s name under the column “Lock-Up Expiration Date” (or any shorter period or periods determined by the Company or the underwriter of in its sole discretion) on Annex B hereto (each such offeringperiod, such Stockholder a “Lock-Up Period”), (to the extent such Stockholder then holdsi) offer, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, whether or not such Stockholder is participating in such registrationpledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledgeor otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (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 Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise transfer otherwise; (iii) make any demand for or dispose exercise any right with respect to the registration of any Lock-Up Securities; or (other than in a private sale iv) publicly disclose the intention to make any offer, sale, pledge or disposition, or to donees who agree enter into any transaction, swap, hedge or other arrangement relating to be similarly boundany Lock-Up Securities. (b) any Notwithstanding the foregoing, and subject to the conditions below, the restrictions contained in this Section 12 shall not apply to (i) transactions relating to Lock-Up Securities acquired in open market transactions after the date of the final prospectus supplement related to the public offering of shares of Common Stock (the “Public Offering”) that is filed pursuant to Rule 424(b) of the Securities Act (the “Public Offering Date”); (ii) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a Family Member of such Holder or trust for the direct or indirect benefit of such Holder or any Family Member of such Holder; (iii) transfers of Lock-Up Securities to a charity or educational institution; (iv) if such Holder, directly or indirectly, controls or if the Holder is a corporation, partnership, limited liability company or other securities convertible into Common Stock (other than those sharesbusiness entity, if anyany transfers of Lock-Up Securities to any shareholder, which are in fact included in former shareholder, partner, former partner, member or former member of, or owner of similar equity interests in, such registration) without the prior written consent of the Company or the applicable underwritersHolder, as the case may be; (v) sales, for forfeitures, withholdings or transfers pursuant to a net exercise of shares of Common Stock to cover the payment of the exercise prices or the payment or withholding of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company; (vi) by operation of law (such period as pursuant to a qualified domestic order or in connection with a divorce settlement); (vii) transfers to such Holder’s affiliates (as defined in Rule 405 promulgated under the “Securities Act) or to any investment fund or other entity controlled or managed by such Holder; and (viii) transfers of Lock-Up Period”Securities to a bona fide third party pursuant to a tender offer or any other transaction, including, without limitation, a merger, consolidation or other business combination, involving a change of control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which such Holder agrees to transfer, sell, tender or otherwise dispose of Lock-Up Securities in connection with any such transaction or vote any Lock-Up Securities in favor of any such transaction); provided that in the case of any transfer pursuant to the foregoing clauses (ii), (iii), (iv) or (vii), each transferee shall sign and deliver to the Company a lock up agreement containing language substantially similar to the language of this Section 12; provided, further, that no filing under Section 16(a) of time (not to exceed (x) one hundred eighty (180) days the Exchange Act shall be required or shall be voluntarily made, except for a Form 5, or with respect to transfers pursuant to clause (v), (vi) or (viii), a filing on Form 4 or other public filing or announcement required to be filed or made if such filing or announcement shall expressly state: in the initial public offering case of clause (v), that the purpose of such sale, forfeiture, withholding or transfer pursuant to a net exercise of shares of Common Stock was to cover the payment of the Common Stockexercise price or the payment of taxes; in the case of clause (vi), that such transfer was pursuant to operation of law; and in case of clause (viii), that such transfer was made pursuant to a tender offer or (y) ninety (90) days such other applicable transaction; and provided further, that with respect to transfers pursuant to clause (viii), all Lock-Up Securities subject to this Section 12 that are not so transferred, sold, tendered or otherwise disposed of remain subject to this Section 12, and it shall be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed, any other offeringLock-Up Securities subject to this Section 12 shall remain subject to the restrictions herein. Such Holder also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of such Holder’s Lock-Up Securities except in compliance with this Section 12. (c) from If the Holder is an officer or director of the Company, the Company will announce any impending release or waiver of this Section 12 by press release through a major news service at least two business days before the effective date of the registration statement for such registration as release or waiver. Any release or waiver granted by the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such offering, officer or director shall only be effective two business days after the publication date of such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party heretopress release. The provisions of this Section 2(j12(c) will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration, and (ii) the transferee has agreed in writing to be bound by the same terms described in this Section 12 to the extent and for the duration that such terms remain in effect at the time of the transfer. (d) Notwithstanding the foregoing, and subject to the conditions below, the restrictions contained in this Section 12 shall also not apply to such Holder entering into a written trading plan established pursuant to Rule 10b5-1 under the Exchange Act during the applicable Lock-Up Period, provided that (i) no direct or indirect offers, pledges, sales, contracts to sell, sales of any option or contract to purchase, purchases of any option or contract to sell, grants of any option, right or warrant to purchase, loans or other transfers or disposals of any Lock-Up Securities may be effected pursuant to such plan during the Lock-Up Period; and (ii) no filing under the Exchange Act, or other public filing, shall be required or voluntarily made, and no other public announcement shall be made, during the Lock-Up Period in connection with entering into such plan, other than a filing on Form 5 made after the expiration of the Lock-Up Period. (e) No provision in Section 12 shall be deemed to prevent restrict or prohibit the Stockholders from exercising their rights under exercise, exchange, or conversion by such Holder of any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that such Holder does not transfer the Shares acquired on such exercise, exchange, or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this Section 2(b12. (f) hereof Such Holder further understands that the provisions of this Section 12 are irrevocable and shall be binding upon such Holder’s heirs, legal representatives, successors and assigns. (g) The Lock-Up Periods set forth in connection with this Section 12, including Annex B hereto, shall supersede any such underwritten offeringlock-up period set forth in a separate lock-up agreement or similar agreement entered into by and among the Company, Katalyst Securities LLC and any holder of Lock-Up Securities on or before March 31, 2019.”

Lock-Up Agreement. Each Stockholder hereby holder of Registrable Securities agrees that in connection with any registration registered offering of the Common Stock or other equity securities of the Company relating to that constitutes an underwritten offering thereof to IPO, and upon the general public, to request of the extent requested by the Company or the managing underwriter of in such offering, such Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) holder shall not, whether or without the prior written consent of such managing underwriter, during the 15 Business Days prior to the effective date of such registration and until the date specified by such managing underwriter (such period not such Stockholder is participating to exceed 180 days following the pricing in such registrationthe case of any registration under the Securities Act), (a) offer, pledge, sell, contract to sell, grant any option or right contract to purchase, lendpurchase any option or contract to sell, pledgehedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Common Stock or any securities convertible into, exercisable for or exchangeable for Common Stock (whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or otherwise transfer or dispose of (other than in a private sale or to donees who agree b) above is to be similarly bound) any settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a), Section 2(b), Section 2(c), Section 2(d), or Section 3(a), and shall be applicable to the holders of Registrable Securities only if all executive officer and directors of the Company and all stockholders of the Company’s outstanding shares of Common Stock are subject to the same restrictions. Notwithstanding the foregoing, following any Demand Registration or any other securities convertible Piggyback Registration involving an underwritten public offering, the Company shall cause each of its directors and executive officers to enter into Common Stock (other than those sharescustomary lock-up agreements with the managing underwriter of such underwritten offering, if anypursuant to which such holders shall not, which are in fact included in such registration) without the prior written consent of the Company or managing underwriter, during the applicable underwriters, as the case may be, for such period (the “Lock-Up Period”) of time (not 15 Business Days prior to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration and until the date specified by such managing underwriter (such period not to exceed 90 days following the closing of such offering), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Common Stock or any securities convertible into, exercisable for or exchangeable for Common Stock (whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto; provided that, the Preferred Investors shall only be required to enter into lock-up agreements if they are participating in an underwritten Piggyback Shelf Takedown, in which case the Preferred Investors may be required to enter into lock-up agreements that are no more onerous than the lock-up agreements being entered into by other holders of the Company’s outstanding shares of Common Stock in connection with such underwriters may specify in writing. Each Stockholder hereby further agrees that (underwritten Piggyback Shelf Takedown, and only to the extent such Stockholder then holdsthat Snapdragon Capital Partners and its Affiliates who hold Common Stock, individually or together with its Affiliates, two all directors and executive officers of the Company and all holders of five percent (25%) or more of the Company’s outstanding Common Stock (calculated on an as-converted basis) who participate in such underwritten Piggyback Shelf Takedown have entered into such lock-up agreements. Notwithstanding anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 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 executive officer, director or holder of greater than 1% of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such offering, such Stockholder shall enter into a lock-up agreement in the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be third-party beneficiaries of this Section 2(j) and such beneficiaries shall be entitled to enforce the provisions of this Section 2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not be deemed to prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such underwritten offering.