Common use of Lockup Agreement Clause in Contracts

Lockup Agreement. Each Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and any Common Stock of the Company issued or issuable in respect of any of the foregoing upon any conversion, stock split, stock dividend, recapitalization, or similar event, hereby agrees that, in connection with the first registration of the offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"), such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities of the Company during the period specified by the Company's Board of Directors at the request of the Managing Underwriter (the "MARKET STANDOFF PERIOD"), with such period not to exceed 180 days following the effective date of the registration statement of the Company filed under the Securities Act with respect to such offering. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The Company shall use its reasonable best efforts to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, directors, employees and consultants of the Company, and holders of registration rights with respect to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares of the Company's Series D Preferred Stock, Series E Preferred or Stock Series F Preferred Stock.

Lockup Agreement. Each Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and any Common Stock of 8.1 In consideration for the Company issued or issuable in respect of any of the foregoing upon any conversionagreeing to its obligations under this Agreement, stock split, stock dividend, recapitalization, or similar event, hereby agrees that, in each Holder agrees: (a) In connection with the first Company's Initial Public Offering, upon the request of the underwriters managing the underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of such underwriters for such period of time (not to exceed the period commencing seven (7) days prior to the effective date of such registration and ending one hundred and eighty (180) days after such effective date) as the underwriters may specify; and (b) In connection with any registration effected pursuant to Articles 2, 3 and 4 hereof, any Holder electing not to participate in, or withdrawing from, such registration shall, upon the request of the underwriters managing the offering of the Company's securities, not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in such registration) without the prior written consent of such underwriters until such period of time (not to exceed the period commencing seven (7) days prior to the effective date of such registration and ending ninety (90) days after such effective date) from the effective date of such registration or, if earlier, until the distribution of such securities is completed or the underwriters have sold all securities of the Company under allotted to them pursuant to such registration. 8.2 Notwithstanding Section 8.1 hereof, (i) no Holder shall have any obligation to enter into the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"), such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities agreement described in Section 8.1 hereof unless all executive officers and directors of the Company during the period specified by the Company's Board enter into similar agreements, (ii) nothing herein shall prevent any Holder from making a distribution of Directors at the request Registrable Securities to its affiliate that is otherwise in compliance with applicable securities laws or, for any Holder that is a partnership, from making a distribution of the Managing Underwriter Registrable Securities to partners thereof that is otherwise in compliance with applicable securities laws and (the "MARKET STANDOFF PERIOD"), with such period not iii) nothing herein shall prevent any Holder which is an SBIC from making a distribution or transfer of Registrable Securities pursuant to exceed 180 days following the effective date of the registration statement of the Company filed applicable regulatory requirements under the Securities Act with respect to such offering. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The Company shall use its reasonable best efforts to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, directors, employees and consultants of the Company, and holders of registration rights with respect to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares of the Company's Series D Preferred Stock, Series E Preferred or Stock Series F Preferred StockSBIC Act.

Lockup Agreement. Each Series A HolderIn consideration for the Company agreeing to its ---------------- obligations under this Agreement, Series B Holderin the event that each of the directors and executive officers of the Company, Series C HolderXxxx X. Xxxxx and the members of the immediate family of Xxxx X. Xxxxx execute an agreement not to sell, Series D Holdermake any short sale of, Series E Holderloan, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and grant any option for the purchase of or otherwise dispose of any Common Stock of the Company issued or issuable of which they are the beneficial owners (other than (a) those included in respect the registration and (b) sale transactions not involving a public offering, provided that the transferee of any such person as a condition thereto and in connection therewith, agrees to be bound by such restriction), without the prior written consent of the foregoing upon any conversionCompany or such underwriters, stock splitas the case may be, stock dividendfor such period of time not to exceed 120 days from the effective date of such registration as the Company or the underwriters may specify, recapitalization, or similar event, hereby agrees that, each Holder shall agree in connection with the first any registration of the offering of any Company's securities of the Company under the Securities Act for the account of the Company, if so requested sale by the Company or any representative of to the underwriters (the "MANAGING UNDERWRITER")general public, such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities of the Company during the period specified by the Company's Board of Directors at upon the request of the Managing Underwriter Company or the underwriters managing any underwritten offering of the Company's securities, on the same terms not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than (a) those included in the "MARKET STANDOFF PERIOD")registration and (b) sale transactions not involving a public offering, with provided that the transferee of such Holder as a condition thereto and in connection therewith, agrees to be bound by and joins into this Section 8), without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed 180 120 days following from the effective date of the such registration statement of as the Company filed or the underwriters may specify; provided, however, that such restrictions on sales by Holders shall not apply if a request for registration has been made by Holders prior to the receipt of a notice from the Company or its underwriters under this Section 8. During any period that sales of Registrable Securities by the Securities Act with respect Holder are restricted under this Section, at the Holder's request, the Company will give written notice to such offeringthe Holder as soon as the restrictions on sale terminate. The Company may impose stop-transfer instructions with respect hereby agrees to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The Company shall use its reasonable best efforts to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, directors, employees and consultants give Holder among other things written notice of the Company, and holders of registration rights with respect to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote filing of a majority of registration statement for a proposed underwritten offering to which the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of restrictions in this Section 7 shall not 8 could apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares of the Company's Series D Preferred Stock, Series E Preferred or Stock Series F Preferred Stockif so requested.

Lockup Agreement. Each Series A Holder(a) In consideration for the Company agreeing to its obligations under this Agreement, Series B Holdereach of the Investors agrees in connection with any registration of the Company's securities, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and any Common Stock upon the request of the Company issued or issuable the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Pledged Securities (other than (i) those included in respect the registration in question and (ii) sale transactions not involving a public offering, provided that the transferee of such Investor as a condition thereto and in connection therewith, agrees to be bound by and joins into this Section 2.7), without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed 90 days from the effective date of such registration as the Company or the underwriters may specify. The restrictions under this Section 2.7 shall be conditioned upon an understanding that the Rigas Shareholders (as defined in Section 2.7(d) below) will be similarly restricted during any period. During any period that sales of Pledged Securities by an Investor are restricted under this Section 2.7, at the Investor's request, the Company will give written notice to the Investor as soon as the restrictions on sale terminate. The Company hereby agrees to give the Investors among other things written notice of the filing of a registration statement for a proposed underwritten offering to which the restrictions in this Section 2.7 could apply if so requested. (b) Notwithstanding Section 2.7(a) of this Agreement or comparable provisions of any other agreement, whether now existing or hereafter entered into, to which the Company, the Investors or any of the foregoing upon Rigas Shareholders (or any conversionof their respective affiliates) may be a party (i) the Company agrees that it will not request, stock split, stock dividend, recapitalization, or similar event, hereby agrees that, in connection with and will not permit the first registration underwriters managing any underwritten offering of the offering of any Company's securities to request, and (ii) each of the Company Investors agrees that it will not agree to, and will not permit the Rigas Shareholders to agree to, any restriction of the type described in Section 2.7(a) which could, under any circumstances, restrict the Securities Act ability of the Pledgee to sell, for its own account or the account of the Investors, any Pledged Securities. If, despite the foregoing sentence, any person shall assert that the Pledgee is or may be restricted in its ability to sell, for its own account or for the account of the CompanyInvestors, if so requested by Pledged Securities as a result of restrictions of the type described in Section 2.7(a) (or comparable provisions of other agreements as described in the foregoing sentence), the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"), such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities of the Company during the period specified by the Company's Board of Directors at the request of the Managing Underwriter (the "MARKET STANDOFF PERIOD"), with such period not to exceed 180 days following the effective date of the registration statement of the Company filed under the Securities Act with respect to such offering. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The Company shall use its reasonable best efforts to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, directors, employees and consultants of the Companyhereby irrevocably consents, and holders of registration rights with respect agrees to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares cause any underwriter managing any underwritten offering of the Company's Series D Preferred Stocksecurities to irrevocably consent in writing, Series E Preferred to such sale or Stock Series F Preferred Stocksales. (c) Nothing in this Section 2.7 shall be deemed to imply or constitute an admission that sales of Pledged Securities by the Pledgee are intended to be or would be subject to the restrictions set forth in Section 2.7(a) of this Agreement or comparable provisions of any other agreement, whether now existing or hereafter entered into, to which the Company, the Investors or any of the Rigas Shareholders (or any of their respective affiliates) may be a party.

Lockup Agreement. Each Series A Holder(a) All Holders agree that, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder upon the request of and transferee who receives Conversion to the extent required by the underwriter(s) managing (i) an initial underwritten public offering of Common Stock, Founders' Stock, Warrant Stock and or (ii) any other registration of Common Stock at the time of which such Holder is a Restricted Holder (as defined in this section 11(a)), such Holders will not sell, make any short sale of, pledge, grant any option for the Company issued purchase of or issuable in respect otherwise dispose of any of Registrable Securities (other than those included in the foregoing upon any conversion, stock split, stock dividend, recapitalization, or similar event, hereby agrees that, in connection with registration) without the first registration of the offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by Prior written consent o the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"such underwriters), such Series A Holderas the case may be, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities of the Company during the seven (7) days prior to, and during the one hundred twenty (120) day period specified by the Company's Board of Directors at the request of the Managing Underwriter (the "MARKET STANDOFF PERIOD")beginning on, with such period not to exceed 180 days following the effective date of such registration as the registration statement Company or the underwriters) may specify. For purposes of this section 11(a), "Restricted Holder shall mean any Holder who owns five Percent (5%) or more of the then outstanding Common Stock ("5% Holder"), any director or officer of the Company filed under (without regard to his or her level of ownership of Common Stock), or any Holder whose Registrable Securities are being included in the Securities Act with respect registration (without regard to such offering. the amount of Registrable securities being registered): Any lockup imposed on Holders pursuant to clause (i) of this Section 11(a) shall be imposed on all Holders and any lockup imposed on Restricted Holders pursuant to clause (ii) of this Section 11(a) shall be imposed on all Restricted Holders. (b) The Company may impose stop-transfer instructions with respect agrees (i) not to effect any public sale or distribution of its equity securities, or any securities subject convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to and during the foregoing restrictions until one hundred twenty (120) day period beginning on the end effective date of any registration statement related to an registered underwritten public offering pursuant to which Registrable Securities are to be sold (except as Part of such Market Standoff Period. The Company shall underwritten registration or pursuant to registrations on Form S8 or any successor form), unless the underwriters) managing the registered public offering otherwise agree, and (ii) to use its reasonable best efforts to place similar contractual lockup restrictions cause each holder of at least five percent (5%) (on all capital stock issued now a fully-diluted basis) of its equity securities, or hereafter any securities convertible into or exchangeable or exercisable for such securities, in either case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to officersagree not to effect any sale or distribution of any such securities during such period (except as part of such underwritten registration, directors, employees and consultants of the Company, and holders of registration rights with respect to capital stock of the Companyif otherwise permitted), unless determined the underwriters managing the registered public offering otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares of the Company's Series D Preferred Stock, Series E Preferred or Stock Series F Preferred Stockagree.

Lockup Agreement. (i) Each Series A HolderStockholder agrees in connection with any registration of the Company's securities upon the request of the underwriter(s) managing any underwritten offering of the Company's securities, Series B Holdernot to sell, Series C Holdermake any short sale of, Series D Holderpledge, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and grant any Common Stock option for the purchase of or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company issued or issuable in respect of any of such underwriter(s), as the foregoing upon any conversioncase may be, stock split, stock dividend, recapitalization, or similar event, hereby agrees that, during the seven (7) days prior to and (A) in connection with the first registration of the initial firm commitment underwritten public offering of any securities of the Company under the Securities Act for the account of the Company's securities, if so requested by the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"), such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities of the Company during the one hundred eighty (180) day period specified by the Company's Board of Directors at the request of the Managing Underwriter (the "MARKET STANDOFF PERIOD"), with such period not to exceed 180 days following beginning on the effective date of such registration as the Company and (B) in connection with any other underwritten offering, during the ninety (90) day period beginning on the effective date of such registration statement or in either event, such shorter period as the underwriter(s) may specify; provided, that in connection with all such registrations, the officers and directors of the Company filed under the Securities Act with respect to such offering. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The Company shall use its reasonable best efforts to place similar contractual lockup restrictions on and all capital stock issued now or hereafter to officers, directors, employees and consultants of the Company, and holders of registration rights with respect to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares case of the Company's Series D Preferred Stockinitial public offering) and all holders of 1% or more of the Company's fully-diluted Common Stock equivalents agree to be bound by such restrictions. (ii) The Company agrees (1) not to effect any public sale or distribution of its equity securities, Series E Preferred or Stock Series F Preferred Stockany securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to and during the one hundred eighty (180) day period beginning on the effective date of any registration statement related to an underwritten offering pursuant to which Registrable Securities are to be sold (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriter(s) managing the registered public offering otherwise agree, and (2) to use best efforts to cause each holder of at least five percent (5%) (on a fully-diluted basis) of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any sale or distribution of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

Lockup Agreement. Each Series A HolderInvestor, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and any Common Stock of the Company issued or issuable in respect of any of the foregoing upon any conversion, stock split, stock dividend, recapitalization, or similar event, hereby agrees that, in connection with the first underwritten registration of the initial offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"“Managing Underwriter”), such Series A HolderInvestor, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities of the Company (other than securities acquired by such Investor, Holder or transferee in such offering) during the period specified by the Company's ’s Board of Directors at the request of the Managing Underwriter (the "MARKET STANDOFF PERIOD"“Market Standoff Period”), with such period not to exceed 180 one hundred eighty (180) days following the effective date of the a registration statement of the Company filed under the Securities Act Act; provided however that such 180 day period may be extended to the extent necessary to permit any managing underwriter to comply with respect NASD Rule 2711(f)(4)); and provided further that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities enter into similar agreements. The foregoing provisions of this Section 7 shall apply only to the Company’s initial offering of equity securities to be traded on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another comparable U.S. exchange or marketplace, and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement. Notwithstanding the foregoing, a Holder may, during such offeringperiod following the effective date of a registration of the Company filed under the Securities Act, transfer Common Stock (or other securities) of the Company to a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, or affiliate of such Holder, provided that such transferee agrees to be bound to the remaining stand off period described in this Section 7. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The Company shall use its commercially reasonable best efforts to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, directors, employees and consultants of the Company, Company and holders of registration rights with respect to capital stock of the Company. In the event that the Managing Underwriter waives, unless determined otherwise by terminates or modifies these restrictions in whole or in part, then such waiver, termination or modification shall be allocated among all Major Investors, pro rata based on the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership number of shares of the Company's Series D Preferred Stock, Series E Preferred or Stock Series F Preferred StockRegistrable Securities then held by such Major Investors.

Lockup Agreement. Each Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and any Common Stock of (a) In consideration for the Company issued or issuable in respect of any of the foregoing upon any conversionagreeing to its obligations under this Agreement, stock split, stock dividend, recapitalization, or similar event, hereby each Investor agrees that, in connection with the first any registration of the offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"), such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities of the Company during the period specified by the Company's Board of Directors at securities (whether or not such Investor is participating in such registration) upon the request of the Managing Underwriter Company and the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Shares (other than those included in the "MARKET STANDOFF PERIOD")registration) without the prior written consent of the Company or such underwriters, with as the case may be, for such period of time (not to exceed 180 days following in the case of the Company's Initial Public Offering) from the effective date of such registration as the registration statement Company and the underwriters may specify, so long as all Investors or shareholders of the Company filed holding more than one percent (1%) of the outstanding Common Stock and all officers and directors of the Company are bound by a comparable obligation; provided, however, that -------- ------- nothing herein shall prevent any Investor (b) If the Company at any time pursuant to Section 2 of --------- this Agreement shall register under the Securities Act with respect Registrable Shares held by Investors for sale to the public pursuant to an underwritten offering, the Company shall not, without the prior written consent of a Majority of Registering Investors, effect any public sale or distribution of securities similar to those being registered, or any securities convertible into or exercisable or exchangeable for such securities, for such period as shall be determined by the managing underwriters, which period shall not begin more than ten (10) days prior to the effectiveness of the registration statement pursuant to which such public offering shall be made and shall not last more than 180 days after the closing of the sale of shares pursuant to such offering. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The Company shall use its reasonable best efforts to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, directors, employees and consultants of the Company, and holders of registration rights with respect to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares of the Company's Series D Preferred Stock, Series E Preferred or Stock Series F Preferred Stockstatement.

Lockup Agreement. Each Series A Holder(a) The Holder agrees, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and prior to transferring Registrable Securities will cause its proposed transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and any Common Stock of the Company issued or issuable in respect of any of the foregoing upon any conversion, stock split, stock dividend, recapitalization, or similar event, hereby agrees that, in connection with the first registration of the offering of any securities of the Company under the Securities Act for the account of the Companyto agree, if so requested by the Company or any representative and the managing underwriters of the underwriters (the "MANAGING UNDERWRITER")Registrable Securities, such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not to sell or otherwise transfer or dispose of (other than by private placement) any other Registrable Securities (or other securities of the Company Company) ten days prior to or during the 180-day period specified by the Company's Board of Directors at the request of the Managing Underwriter (the "MARKET STANDOFF PERIODLock-Up Period"), with such period not to exceed 180 days ) following the effective date of the a registration statement of the Company filed under the Securities Act with respect Act, provided that all officers, directors and stockholders owning five percent or more (on a fully diluted basis, treating all outstanding options, rights and warrants to acquire equity securities of the Company as fully exercised, and treating all securities convertible into or exchangeable for equity securities of the Company as fully converted or exchanged) of the Company's equity securities shall enter into similar agreements, and provided further that if the Lock-Up Period applicable to any of such offeringofficers, directors or stockholders is less than 180 days, then the Lock-Up Period applicable to the Holder shall be reduced to the shortest Lock-Up Period applicable to any of such officers, directors or stockholders. Such agreement shall be in writing in a form satisfactory to the Company and such underwriter. The Company may impose stop-stop transfer instructions with respect to securities the shares (or securities) subject to the foregoing restrictions restriction until the end of such Market Standoff said Lock-Up Period. . (b) The Company shall use agrees (i) not to effect any public sale or distribution of its reasonable best efforts equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the ten days prior to place similar contractual lockup restrictions and during the 90-day period beginning on all capital stock issued now the effective date of any underwritten Demand Registration or hereafter any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to officers, directors, employees and consultants of the Company, and holders of registration rights with respect to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans registrations on Form S-1 or Form S-8 or similar forms which may be promulgated in any successor form not available for registering capital stock for sale to the futurepublic at large), or a registration relating solely to a transaction within Rule 145 unless all of the Registrable Securities Act on Form S-4 included in such Registration have been sold and (ii) to cause each beneficial owner of at least five percent of its equity securities acquired from the Company (other than a holder that acquired such securities in a registered public offering or similar form which may be promulgated in the future. Notwithstanding the foregoingopen market transactions, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares unless such holder owned beneficially five percent or more of the Company's Series D Preferred Stockequity securities prior to such public offering) to agree not to effect any public sale or distribution of any such securities during such period (except as part of such underwritten registration, Series E Preferred or Stock Series F Preferred Stockif otherwise permitted), unless all of the Registrable Securities included in such Registration have been sold.

Lockup Agreement. Each Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and any Common Stock of In consideration for the Company issued or issuable in respect of any of the foregoing upon any conversionagreeing to its obligations under this Agreement, stock split, stock dividend, recapitalization, or similar event, hereby each Holder agrees that, in connection with the first any registration of the offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"), such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities of the Company during the period specified by the Company's Board of Directors at securities, upon the request of the Managing Underwriter Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than, subject to the "MARKET STANDOFF PERIOD"requirements of Paragraphs 12, (a) those included in the registration and (b) sale transactions not involving a public offering, provided that the transferee of such Holder as a condition thereto and in connection therewith, agrees to be bound by and joins into this Paragraph 11), with without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed 180 90 days following from the effective date of the such registration statement of as the Company filed or the underwriters may specify. The restrictions under this Paragraph 11 shall be conditioned upon an understanding that the Rigas Shareholders will be similarly restricted during any such period. During any period that sales of Registrable Securities Act with respect by the Holder are restricted under this Paragraph, at the Holder's request, the Company will give written notice to such offeringthe Holder as soon as the restrictions on sale terminate. The Company may impose stop-transfer instructions with respect hereby agrees to securities subject give Holder among other things written notice of the filing of a registration statement for a proposed underwritten offering to which the foregoing restrictions until in this Paragraph 11 could apply if so requested. From and after the end date of such Market Standoff Period. The this Agreement, the Company shall use its reasonable best efforts not enter into any agreement with any holder or prospective holder of any shares of Common Stock providing for the granting to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, directors, employees and consultants of the Company, and holders such holder of registration rights with respect to capital stock unless such agreement includes the equivalent of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting this Paragraph 11 as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares of the Company's Series D Preferred Stock, Series E Preferred or Stock Series F Preferred Stockterm.

Lockup Agreement. Each Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, PurchaserInvestor, Founder, Transamerica, Warrant Holder and transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and any Common Stock of the Company issued or issuable in respect of any of the foregoing upon any conversion, stock split, stock dividend, recapitalization, or similar event, hereby agrees that, in connection with the first each registration of the offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"), such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, PurchaserInvestor, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities Registrable Securities of the Company during the period specified by the Company's Board of Directors at the request of the Managing Underwriter (the "MARKET STANDOFF PERIOD")Underwriter, with such period not to exceed 180 one hundred and eighty (180) days in the case of the first such registration and not to exceed ninety (90) days in all other cases (the "MARKET STANDOFF Period"), following the effective date of the a registration statement of the Company filed under the Securities Act Act; PROVIDED, HOWEVER, that the restriction contained in this Section 8 shall not apply unless all officers and directors of the Company are bound by similar lockup provisions as of the time of such registration. Notwithstanding the foregoing, the restriction contained in this Section 8 shall only apply (i) to Series C Investors, Series D Investors and Series E Investors in connection with respect the first such registration and (ii) to Series D Investors and Series E Investors if (A) all Series A Investors, Series B Investors, Series C Investors and holders holding not less than 1% of the capital stock of the Company are bound by similar lockup provisions as of the time of such registration and (B) such lockup provisions provide that any discretionary waiver or termination of the restrictions of such provisions by the Company or the Managing Underwriter apply to all persons subject to such offeringlockup provisions pro rata based on those persons' holdings on an as converted to Common Stock basis. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions contained in this Section 8 until the end of such Market Standoff Period. The Company shall use its reasonable best efforts to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, directors, employees and consultants of the Company, and holders of registration rights with respect to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 8 shall not apply to a any registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares of the Company's Series D Preferred Stock, Series E Preferred or Stock Series F Preferred Stock.

Lockup Agreement. Each Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and any Common Stock of the Company issued or issuable in respect of any of the foregoing upon any conversion, stock split, stock dividend, recapitalization, or similar event, hereby agrees that, (a) The Holders agree in connection with the first any registration of the offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"), such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities of the Company during the period specified by the Company's Board of Directors at securities upon the request of the Managing Underwriter underwriters managing any underwritten offering of the Company' securities, not to sell, make any short sale of, pledge, grant any option for the purchase of or otherwise dispose of any Registrable Securities (other than those included in the "MARKET STANDOFF PERIOD"registration) without the prior written consent of the Company or such underwriters, as the case may be, during the seven days prior to and during the 180-day period beginning on the effective date of such registration as the Company or the underwriters may specify; provided that all officers, directors and holders of more than five percent (5%) on a fully-diluted basis of the outstanding capital stock of the Company similarly agree. (b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any registration statement related to an underwritten offering pursuant to which Registrable Securities are to be sold (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), with unless the underwriters managing the registered public offering otherwise agree, and (ii) to use best efforts to cause each holder of at least five percent (5%) (on a fully diluted basis) of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any sale or distribution of any such securities during such period not (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree. (c) Notwithstanding the provisions of Section 12(a) of this Agreement, and unless otherwise objected to exceed 180 days by the underwriters, the Holders may, on or after the thirtieth day following the effective date of the a registration statement referred to in such Section, sell in the aggregate an amount of Registrable Securities (in addition to those included in the registration) not exceeding the lesser of 5% of the Company filed under the Securities Act with respect to such offering. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The Company shall use its reasonable best efforts to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, directors, employees and consultants of the Company, and holders of registration rights with respect to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership number of shares registered or 2.5% of the Company's Series D Preferred Stockoutstanding Common Stock (calculated on a fully diluted basis) (collectively, Series E Preferred or Stock Series F Preferred Stockthe "De Minimis Securities"). In the absence of an agreement among the Holders to the contrary, each Holder may sell its pro rata share of the De Minimis Securities, determined by reference to the proportion that the amount of Registrable Securities it owns prior to such registration bears to the total of Registrable Securities outstanding at such time.

Lockup Agreement. Each Series A Holder(a) USOL has obtained, Series B Holderand has delivered to FLCI, Series C Holderthe agreement of each holder of any share of USOL Preferred Stock that such holder, Series D Holderexcept as provided in Schedule 4.9, Series E Holderfor a period of one (1) year after the Effective Time, Series F Holderbut in no event later than eighteen (18) months from the date hereof, Purchasershall not sell, Founderpledge, Transamericaencumber or otherwise transfer or dispose of, and shall not permit to be sold, encumbered, attached or otherwise disposed of or transferred in any manner, either voluntarily or by operation of law ("Transfer"), all or any portion of the shares of Company Preferred Stock that such holder owns or hereafter acquires. (b) USOL has obtained, through execution and delivery of the Common Stockholder and Warrant Holder and transferee who receives Conversion StockRegistration Rights Agreement dated as of the date hereof, Founders' Stock, Warrant the agreement of each holder of USOL Common Stock and each holder of a USOL Warrant that such holder, for a period of six months after the Effective Time, but in no event later than nine (9) months from the date hereof (the "Lockup Period"), shall not Transfer, and shall not permit to be Transferred, all or any portion of the shares of Company Common Stock or of the Company issued Warrants that such holder owns or issuable hereafter acquires; provided, however, that during the Lockup Period, each such holder may make Transfers to Qualified Institutional Buyers (as such term is defined in respect Rule 144A under the Securities Act); and provided further, that each such holder may (i) transfer all or any part of such holder's USOL Common Stock and/or USOL Warrants to one or more Affiliates which, for purposes of this Section 4.9(b), shall include members of any holder which is a limited liability company, employees or directors of the foregoing upon any conversion, stock split, stock dividend, recapitalization, or similar event, hereby agrees that, each such holder; (ii) Transfer such holder's USOL Common Stock and/or USOL Warrants in connection with the first registration any exchange, reclassification or other conversion of the offering of shares into any cash, securities or other property pursuant to a merger or consolidation of the Company under the Securities Act for the account or any of the Companyits subsidiaries with, if so requested or any sale or transfer by the Company or any representative of its subsidiaries of all or substantially all its assets to, any Person; and (iii) Transfer such holder's USOL Common Stock and/or USOL Warrants in connection with any statutory share exchange or any recapitalization of the underwriters Company or any of its subsidiaries; and provided further, that if the conditions precedent for USOL to exercise the call option under Section 8 of the USOL Other Warrants exist, then the Lockup Period with respect to the Company Other Warrants shall terminate. (c) USOL has obtained, through execution and delivery by Xxx Xxxxxx and Xxxxxx Xxxxxxx (for the purposes of this paragraph only, the "holders") of the Officers Indemnification Agreement dated as of the date hereof, and has delivered to FLCI, the agreement of each such holder with respect to the Company Common Stock that such holder, for a period of one year after the Effective Time, but in no event later than eighteen (18) months from the date hereof (the "MANAGING UNDERWRITEROther Lockup Period"), such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell Transfer, and shall not permit to be Transferred, all or otherwise transfer any securities portion of the shares of Company during the period specified by the Company's Board of Directors at the request of the Managing Underwriter (the "MARKET STANDOFF PERIOD"), with Common Stock that such period not to exceed 180 days following the effective date of the registration statement of the Company filed under the Securities Act with respect to such offering. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The Company shall use its reasonable best efforts to place similar contractual lockup restrictions on all capital stock issued now holder owns or hereafter to officers, directors, employees and consultants of the Company, and holders of registration rights with respect to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares of the Company's Series D Preferred Stock, Series E Preferred or Stock Series F Preferred Stockacquires.