Common use of Lockup Agreements Clause in Contracts

Lockup Agreements. (a) Each Holder owning Registrable Securities representing beneficial ownership of 1% or more of the outstanding Common Stock hereby agrees that, in connection with an Underwritten Offering, except for sales in such Underwritten Offering: (i) it shall not effect any public sale or distribution (including sales pursuant to Rule 144 and pursuant to derivative transactions) of Common Stock (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (A) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and (ii) it shall execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effect. (b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the Company (and its directors and officers) agrees that it: (i) shall not effect any public sale or distribution of Common Stock or securities convertible into or exercisable for Common Stock (except pursuant to (a) registrations on Form S-8 or Form S-4 or any similar or successor form under the Securities Act or (b) a trading plan pursuant to Rule 10b5-1 under the Exchange Act) during (1) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (2) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating in such Underwritten Offering, it shall agree to include provisions in the relevant underwriting or other similar agreement giving effect to the restrictions described in clause (i) above, in form and substance reasonably acceptable to such Underwriters.

Lockup Agreements. (a) Each Holder owning Registrable Securities representing beneficial ownership of 1% or more of By the outstanding Common Stock hereby agrees that, in connection with an Underwritten Offering, except for sales in such Underwritten Offering:Selling Stockholders and Permitted Transferees. (i) it Notwithstanding anything in this Agreement to the contrary, during the SPCC Sponsorship Period, the Selling Stockholders and the Permitted Transferees shall not sell or transfer any Registrable Securities other than through a Requested Public Offering sponsored by the Company and effected pursuant to this Agreement; provided, however, that each of the Selling Stockholders shall be permitted to dividend or otherwise transfer all or any portion of its Shares to not more than a total of seven (7) permitted transferees (the "Permitted Transferees") to be selected, in the case of Cerro or SPC, exclusively from among Cerro's parent corporation, SPC, and Cerro's parent corporation's trust shareholders and/or beneficiaries and any Person owned or controlled by such trust shareholders and/or beneficiaries, and in the case of PDOCC or Climax, exclusively from among the Affiliates of PDOCC and Climax; provided, further, that, in advance of effecting any such dividend or transfer, the Selling Stockholders shall provide written notice to the Company of the proposed Permitted Transferee, notice information for the proposed Permitted Transferee, the date of transfer and the number of Shares to be transferred; provided, further, that any such Permitted Transferee shall first execute and deliver to the Company one or more counterparts to this Agreement agreeing to be bound by its terms. (ii) Notwithstanding anything in this Agreement to the contrary, during the period beginning on the Effective Time and ending on the Termination Date, none of the Selling Stockholders or the Permitted Transferees, if any, shall, without the prior written consent of AMC and the Company, which consent shall not be unreasonably withheld, knowingly sell all or any portion of its shares of Common Stock to any strategic buyers or competitors of the Company other than through a Public Offering effected pursuant to this Agreement. (iii) If and to the extent requested by the Managing Underwriter (or, in the case of a non-Underwritten Public Offering, the Company), the Selling Stockholders and any Permitted Transferees agree, to the extent that the Selling Stockholders and such Permitted Transferees are timely notified by the Managing Underwriter (or the Company), not to effect any public sale or distribution (including sales pursuant to a sale under Rule 144 and pursuant to derivative transactions144) of Common Stock (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration StatementRegistrable Securities, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (A) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and (ii) it shall execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effect. (b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the Company (and its directors and officers) agrees that it: (i) shall not effect any public sale or distribution of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock (except pursuant to (a) registrations on Form S-8 or Form S-4 or any similar or successor form under such securities, during the Securities Act or (b) a trading plan pursuant to Rule 10b5-1 under the Exchange Act) during (1) the period commencing on the seventh day 10 days prior to and the expected 60 days after the consummation or termination of such Public Offering or non-Underwritten Public Offering (or for such longer period of time not to exceed 90 days as is sufficient and appropriate, in the opinion of circulation of a preliminary prospectus with respect to such Underwritten Offering the Managing Underwriter (or, if no preliminary prospectus is circulatedin the case of a non-Underwritten Public Offering, the commencement of any marketing efforts with respect Company), in order to such Underwritten Offering) complete the sale and ending on the 90th day following the date distribution of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (2) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating securities included in such Underwritten Public Offering), except as part of such Public Offering, it shall agree to include provisions whether or not the Selling Stockholders or such Permitted Transferees participate in the relevant underwriting or other similar agreement giving effect to the restrictions described in clause (i) above, in form and substance reasonably acceptable to such UnderwritersPublic Offering.

Lockup Agreements. (a) Each Holder owning Registrable Securities representing beneficial ownership of 1% or more of the outstanding Common Stock (calculation of the beneficial ownership of Registrable Securities shall not include any unvested Earn-out Shares and, for the avoidance of doubt, shall not include any Common Stock underlying the Preferred Stock prior to the date such Preferred Stock is convertible in accordance with the Certificate of Incorporation) hereby agrees that, in connection with an Underwritten Offering, except for sales in such Underwritten Offering: (i) it shall will not effect any public sale or distribution (including sales pursuant to Rule 144 and pursuant to derivative transactions) of Common Stock (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (A) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and (ii) it shall will execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effect. (b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the Company (and its directors and officers) agrees that it: (i) shall not effect any public sale or distribution of Common Stock or securities convertible into or exercisable for Common Stock (except pursuant to (a) registrations on Form S-8 or Form S-4 or any similar or successor form under the Securities Act or (b) a trading plan pursuant to Rule 10b5-1 under the Exchange Act) during (1A) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (2B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating in such Underwritten Offering, it shall agree to include provisions in the relevant underwriting or other similar agreement giving effect to the restrictions described in clause (i) above, in form and substance reasonably acceptable to such Underwriters.

Lockup Agreements. (a) Each Holder owning holder of the Registrable Securities representing beneficial ownership of 1% or more of the outstanding Common Stock hereby agrees that, in connection with an Underwritten Offering, except for sales in such Underwritten Offering: (i) it shall not effect any public sale or distribution (including sales pursuant to Rule 144 and pursuant to derivative transactions) of Common Stock (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (A) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and (ii) it shall execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effect. (b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the Company (and its directors and officers) agrees that it: (i) shall not effect any public sale or distribution of Registrable Securities, or any securities convertible into or exchangeable or exercisable for Registrable Securities, during the seven (7) days prior to and the period after (as requested by the underwriters, but not to exceed 180 days) the effectiveness of the first registration of the Company's securities to be sold in an underwritten public offering for the account of the Company, provided that all officers and directors of the Company and all other holders of more than one percent (1%) of the Company's equity securities agree to be similarly bound with respect to equity securities of the Company held by such officers, directors and one percent (1%) holders, provided further that any discretionary waiver or termination of the restrictions of such agreements by the representatives of the underwriters shall apply to all persons subject to such agreements pro rata based on the number of equity securities held by such persons and subject to such agreements, provided further that such holders are given reasonable notice of such Registration, and provided further, that the provisions of this Section 1.6 shall bind The Goldxxx Xxxhx Xxxup, L.P. and any transferee of its Registrable Securities only with respect to the Registrable Securities held by such person and shall not otherwise in any manner bind or restrict Goldxxx, Xxchs & Co. (whether as a broker, dealer, underwriter or otherwise) or The Goldxxx Xxxhx Xxxup. L.P. or any of their affiliates or general or limited partners. Without limiting the foregoing, it is expressly agreed that the provisions of this Section 1.6 shall not (a) apply to any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (except pursuant to (a) registrations on Form S-8 acquired by a Holder directly from the underwriters in a registered public offering of the Company's securities or Form S-4 or in an established trading market from any similar or successor form under party other than the Securities Act Company, or (b) a trading plan pursuant to Rule 10b5-1 under prevent the Exchange Actexercise of the Series B Common Warrants, the Series C Warrants, the Series D Warrants, or the Series E Warrant described in Section 1.2(a) during (1) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (2) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating in such Underwritten Offering, it shall agree to include provisions in the relevant underwriting or other similar agreement giving effect to the restrictions described in clause (i) above, in form and substance reasonably acceptable to such Underwriterslockup period.

Lockup Agreements. (a) Each As a condition precedent to the Company's obligation to cause any registration under this Agreement, each Holder owning Registrable Securities representing beneficial ownership of 1% or more Shares to be registered shall agree that, as of the outstanding Common Stock hereby agrees thatclosing date specified in the Acquisition Agreement and for a period of twelve (12) months thereafter, in connection with an Underwritten Offeringeach such Holder shall not sell, make any short sale of, loan, pledge, hypothecate, transfer, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, except for sales in such Underwritten Offering: (i) it shall not effect any public sale or distribution with the prior written consent of the Company, (including sales pursuant to Rule 144 and pursuant to derivative transactions) of Common Stock (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (Aii) the period commencing on the seventh day prior to the expected time written consent of circulation of a preliminary prospectus any underwriter with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date a public offering of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering Company's securities (other than on Forms S-4, X-0 xx any other successor forms) or (Biii) such shorter period as the Underwriters with respect a transfer pursuant to such Underwritten Offering may require; provided, that the duration Section 10(c) of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and (ii) it shall execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effectAgreement. (b) In connection with As a condition precedent to the Company's obligation to cause any registration under this Agreement, and upon request of the underwriters managing an Underwritten Offeringunderwritten public offering (other than on Forms S-4, X-0 xx any other successor forms), each Selling Holder agrees to enter into an agreement providing that, except with the prior written consent of such underwriters, for sales in a period of time not to exceed one hundred eighty (180) days after the effective date of a registration statement covering any such Underwritten Offeringpublic offering, such Selling Holder shall not sell, make any short sale of, loan, pledge, hypothecate, transfer, grant any option for the purchase of, or otherwise dispose of any Registrable Securities; provided, however, that such restrictions shall not be more burdensome than those placed on members of the Company's management or any other persons who have agreed to sell securities under such registration statement. (c) Unless prohibited by the applicable securities laws or an agreement executed pursuant to Section 10(b) hereunder, a Holder shall be permitted to effect a bona fide transfer not for value of Registrable Securities to a Permitted Transferee. Any such purported transfer above shall be void and of no force and effect unless the Holder shall provide written notice of the proposed transfer to the Company no less than five (and its directors and officers5) agrees that it: (i) shall not effect any public sale or distribution of Common Stock or securities convertible into or exercisable for Common Stock (except pursuant to (a) registrations on Form S-8 or Form S-4 or any similar or successor form under the Securities Act or (b) a trading plan pursuant to Rule 10b5-1 under the Exchange Act) during (1) the period commencing on the seventh day days prior to the expected time completion thereof and shall provide the Company with all certificates, affidavits, representations or other documents reasonably necessary to effectuate such proposed transfer under federal, state or other applicable securities laws. For purposes of circulation of this section, a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (2) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating in such Underwritten Offering, it "transfer not for value" shall agree not be deemed to include provisions a transfer to an entity whereby the Holder receives consideration solely in the relevant underwriting form of voting stock or other similar agreement giving effect to the restrictions described ownership interests in clause (i) above, in form and substance reasonably acceptable to such Underwritersthat entity.

Lockup Agreements. (a) Each Holder owning Registrable Securities representing beneficial ownership of 1% or more of the outstanding Common Stock (calculation of the beneficial ownership of Registrable Securities shall not include any unvested Earn-out Shares and, for the avoidance of doubt, shall not include any Common Stock underlying the Preferred Stock prior to the date such Preferred Stock is convertible in accordance with the Certificate of Incorporation) hereby agrees that, in connection with an Underwritten Offering, except for sales in such Underwritten Offering: (i) it shall will not effect any public sale or distribution (including sales pursuant to Rule 144 and pursuant to derivative transactions) of Common Stock any Registrable Securities (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (A) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and (ii) it shall will execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effect. (b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the Company (and its directors and officers) agrees that it: (i) shall not effect any public sale or distribution of Common Stock or securities convertible into or exercisable for Common Stock (except pursuant to (a) registrations on Form S-8 or Form S-4 or any similar or successor form under the Securities Act or (b) a trading plan pursuant to Rule 10b5-1 under the Exchange Act) during (1) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date 1.3 Section 2.8 of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or Registration Rights Agreement is amended to add subparagraph (2f) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating in such Underwritten Offering, it shall agree to include provisions in the relevant underwriting or other similar agreement giving effect to the restrictions described in clause (i) above, in form and substance reasonably acceptable to such Underwriters.thereto:

Lockup Agreements. 5.3.1 Each holder of Registrable Securities agrees that in connection with the Initial Public Offering and any Demand Registration or Piggyback Registration that is an underwritten Public Offering, he, she or it shall not (a) Each Holder owning offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any Equity Securities (including Equity Securities that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Commission), (b) enter into a transaction which would have the same effect as any action described in clause (a) of this section, (c) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any securities described in clause (a) of this section, whether such transaction is to be settled by delivery of such securities, in cash or otherwise, or (d) publicly disclose the intention to enter into any transaction described in (a), (b) or (c) (collectively, “Sale Transactions”), from the date on which the Company gives notice to the holders of Registrable Securities representing beneficial ownership of 1% or more that a preliminary prospectus has been circulated for such underwritten Public Offering to the date that is 180 days (in the case of the outstanding Common Stock hereby agrees thatInitial Public Offering) or 90 days (in the case of any other Public Offering) following the date of the final prospectus for such underwritten Public Offering (or for such shorter period as is then customary for such Public Offering as agreed to by the underwriters designated as “book-runners” managing such registered Public Offering), to the extent such book-runners advise in writing that such restriction is necessary in their judgment (such period, the “Holdback Period”). If (x) the Company issues an earnings release or other material news or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then, in either case of (x) or (y), to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Company may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period, including any period of Holdback Extension. 5.3.2 In connection with an Underwritten any underwritten Public Offering, except for sales each holder of Registrable Securities agrees (subject to the limitations set forth in Section 5.3.1) to enter into any holdback, lockup or similar agreement requested by the underwriters managing such Underwritten Offering:registered Public Offering that the holders of a majority of the Registrable Sponsor Securities agree to enter into. 5.3.3 The Company (ia) it shall not effect any public sale or distribution of its Equity Securities, during the seven days prior to and during the Holdback Period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor form) or, in the event of a Holdback Extension, for such longer period until the end of such Holdback Extension, unless the underwriters managing the registered Public Offering otherwise agree, (b) to the extent not inconsistent with applicable law, except as otherwise permitted by the holders of a majority of the Registrable Sponsor Securities, shall cause each holder of its Equity 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 public sale or distribution (including sales pursuant to Rule 144 and pursuant to derivative transactions144) of Common Stock any such securities during such period (1except as part of such underwritten registration, if otherwise permitted) in connection with an Underwritten and (c) shall use its reasonable best efforts to cause (i) each holder of Registrable Securities, and (ii) each of its directors and executive officers to agree not to effect any Sale Transaction during any Holdback Period (as extended by any Holdback Extension), except as part of such underwritten registration, if otherwise permitted, unless the underwriters managing the registered Public Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (A) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus otherwise agree. 5.3.4 The Company may impose stop transfer instructions with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Equity Securities in connection with such Underwritten Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and (ii) it shall execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effect. (b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the Company (and its directors and officers) agrees that it: (i) shall not effect any public sale or distribution of Common Stock or securities convertible into or exercisable for Common Stock (except pursuant to (a) registrations on Form S-8 or Form S-4 or any similar or successor form under the Securities Act or (b) a trading plan pursuant to Rule 10b5-1 under the Exchange Act) during (1) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (2) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating in such Underwritten Offering, it shall agree to include provisions in the relevant underwriting or other similar agreement giving effect subject to the restrictions described set forth in clause (i) abovethis Section 5.3 until the end of such period, in form and substance reasonably acceptable to such Underwritersincluding any Holdback Extension.

Lockup Agreements. (a) Each Holder owning holder of the Registrable Securities representing beneficial ownership of 1% or more of the outstanding Common Stock hereby agrees that, in connection with an Underwritten Offering, except for sales in such Underwritten Offering: (i) it shall not effect any public sale or distribution (including sales pursuant to Rule 144 and pursuant to derivative transactions) of Common Stock (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (A) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and (ii) it shall execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effect. (b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the Company (and its directors and officers) agrees that it: (i) shall not effect any public sale or distribution of Registrable Securities, or any securities convertible into or exchangeable or exercisable for Registrable Securities, during the seven (7) days prior to and the period after (as requested by the underwriters, but not to exceed 180 days) the effectiveness of the first registration of the Company's securities to be sold in an underwritten public offering for the account of the Company, provided that all officers and directors of the Company and all other holders of more than one percent (1%) of the Company's equity securities agree to be similarly bound with respect to equity securities of the Company held by such officers, directors and one percent (1%) holders, provided further that any discretionary waiver or termination of the restrictions of such agreements by the representatives of the underwriters shall apply to all persons subject to such agreements pro rata based on the number of equity securities held by such persons and subject to such agreements, provided further that such holders are given reasonable notice of such Registration, and provided further, that the provisions of this Section 1.6 shall bind The Goldxxx Xxxhx Xxxup, L.P. and any transferee of its Registrable Securities only with respect to the Registrable Securities held by such person and shall not otherwise in any manner bind or restrict Goldxxx, Xxchs & Co. (whether as a broker, dealer, underwriter or otherwise) or The Goldxxx Xxxhx Xxxup. L.P. or any 11 of their affiliates or general or limited partners. Without limiting the foregoing, it is expressly agreed that the provisions of this Section 1.6 shall not (a) apply to any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (except pursuant to (a) registrations on Form S-8 acquired by a Holder directly from the underwriters in a registered public offering of the Company's securities or Form S-4 or in an established trading market from any similar or successor form under party other than the Securities Act Company, or (b) a trading plan pursuant to Rule 10b5-1 under prevent the Exchange Actexercise of the Series B Common Warrants, the Series C Warrants, the Series D Warrants, or the Series E Warrant described in Section 1.2(a) during (1) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (2) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating in such Underwritten Offering, it shall agree to include provisions in the relevant underwriting or other similar agreement giving effect to the restrictions described in clause (i) above, in form and substance reasonably acceptable to such Underwriterslockup period.

Lockup Agreements. Each Holder hereby agrees to enter into a lockup agreement in connection with the IPO, in such form as is requested by the Company and the lead underwriter of the IPO, not to sell, transfer, hedge the beneficial ownership of, or otherwise dispose of any Registrable Securities or other Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares then owned by such Holder for a period of one hundred eighty (180) days following the IPO Closing Date (the “IPO Lockup Period”). In connection with any underwritten offering by the Company following the IPO Closing Date (a “Post-IPO Offering”), each Holder further agrees not to sell, transfer, hedge the beneficial ownership of, or otherwise dispose of any Registrable Securities or other Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares then owned by such Holder for a reasonable and customary period (not to exceed ninety (90) days) following the date of a prospectus or prospectus supplement, as applicable, prepared in connection with such Post-IPO Offering, as requested by the lead underwriter of such Post-IPO Offering; provided that (a) Each Holder owning Registrable Securities representing beneficial ownership each executive officer and trustee of 1the Company, and each holder of 5% or more of the outstanding Common Stock hereby agrees thatShares or securities convertible into Common Shares, in connection with an Underwritten Offering, except for sales in such Underwritten Offering: enter into agreements that are no less restrictive and (i) it shall not effect any public sale or distribution (including sales pursuant to Rule 144 and pursuant to derivative transactions) of Common Stock (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (Ab) the period commencing on Holders shall be allowed any concession or proportionate release offered to any executive officer, trustee or holder of 5% or more of the seventh day prior to Common Shares that entered into such agreements, with such proportionate number being determined by dividing the expected time number of circulation of a preliminary prospectus shares being released with respect to such Underwritten Offering (orofficer, if no preliminary prospectus is circulatedtrustee or 5% or greater holder by the total number of issued and outstanding shares held by such officer, the commencement of any marketing efforts with respect to trustee or 5% or greater holder). If requested, such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) agreement shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) writing in connection with such Underwritten Offering; and (ii) it shall execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable satisfactory to the Company and the Underwriters to such effect. (b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the managing underwriter. The Company (and its directors and officers) agrees that it: (i) shall not effect any public sale or distribution of Common Stock or securities convertible into or exercisable for Common Stock (except pursuant to (a) registrations on Form S-8 or Form S-4 or any similar or successor form under the Securities Act or (b) a trading plan pursuant to Rule 10b5-1 under the Exchange Act) during (1) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus may impose stop transfer restrictions with respect to such Underwritten Offering (orthe Registrable Securities subject to the foregoing restriction until the end of the period, if provided, that the Company shall take no preliminary prospectus is circulated, action materially more restrictive of the commencement Registrable Securities than of any marketing efforts with respect Shares held by other securityholders who are subject to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (2) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating in such Underwritten Offering, it shall agree to include provisions in the relevant underwriting or other similar agreement giving effect to the restrictions described in clause (i) above, in form and substance reasonably acceptable to such Underwriterslockup agreements.

Lockup Agreements. (a) Each Holder owning Registrable Securities representing beneficial ownership Stockholder agrees not to effect any Public Sale or distribution (including sales pursuant to Rule 144) of 1% or more equity securities of the outstanding Common Stock hereby agrees thatCorporation, in connection with an Underwritten Offeringor any securities convertible into or exchangeable or exercisable for such securities, except for sales in such Underwritten Offering: during the seven days prior to and the 180-day period beginning on the effective date of any (i) it underwritten Demand Registration or any underwritten Piggyback Registration in which Stockholder Shares are included (except as part of such underwritten registration) or (ii) a Public Offering, in each case unless the underwriters managing such Public Offering and the Corporation otherwise agree. In the event that (x) the Investors initiate a Demand Registration prior to thirty (30) days after the expiration of a Public Offering lockup period, (y) the Company Stockholders were prohibited from participating in such Public Offering pursuant to Section 2(f), and (z) the Company Stockholders are prohibited from participating in the Demand Registration pursuant to Section 1(d), then the Company Stockholders shall be allowed to sell their Stockholders Shares pursuant to Rule 144 of the Securities Act for a period of at least thirty (30) days after the expiration of the lockup period for such Public Offering before becoming subject to the lockup period for the Investor's Demand Registration. (b) The Corporation 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 underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the Public Offering otherwise agree, and (ii) to use its reasonable best efforts to cause each holder of at least 5% of its Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, purchased from the Corporation at any time after the date of this Agreement (other than in a Public Offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 and pursuant to derivative transactions144) of Common Stock any such securities during such period (1) in connection with an Underwritten Offering that is being made pursuant to a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, in each case in accordance with this Article II, during (A) the period commencing on the seventh day prior to the expected time except as part of circulation of a preliminary prospectus with respect to such Underwritten Offering (orunderwritten registration, if no preliminary prospectus is circulatedotherwise permitted), unless the commencement of any marketing efforts with respect to underwriters managing such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Public Offering or (B) such shorter period as the Underwriters with respect to such Underwritten Offering may require; provided, that the duration of the restrictions described in this clause (i) shall be no longer than the duration of the shortest restriction generally imposed by the Underwriters on the chief executive officer and the chief financial officer of the Company (or Persons in substantially equivalent positions) in connection with such Underwritten Offering; and (ii) it shall execute a lock-up agreement in favor of the Underwriters in form and substance reasonably acceptable to the Company and the Underwriters to such effectotherwise agree. (b) In connection with an Underwritten Offering, except for sales in such Underwritten Offering, the Company (and its directors and officers) agrees that it: (i) shall not effect any public sale or distribution of Common Stock or securities convertible into or exercisable for Common Stock (except pursuant to (a) registrations on Form S-8 or Form S-4 or any similar or successor form under the Securities Act or (b) a trading plan pursuant to Rule 10b5-1 under the Exchange Act) during (1) the period commencing on the seventh day prior to the expected time of circulation of a preliminary prospectus with respect to such Underwritten Offering (or, if no preliminary prospectus is circulated, the commencement of any marketing efforts with respect to such Underwritten Offering) and ending on the 90th day following the date of the final prospectus covering such Registrable Securities in connection with such Underwritten Offering or (2) such shorter period as the Underwriters with respect to such Underwritten Offering may require; and (ii) to the extent requested by the Underwriters participating in such Underwritten Offering, it shall agree to include provisions in the relevant underwriting or other similar agreement giving effect to the restrictions described in clause (i) above, in form and substance reasonably acceptable to such Underwriters.