Common use of Lockups Clause in Contracts

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or or, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Number shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety sixty (90)-day 60)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the CompanyCompany (other than a registration relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future, except with or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the written consent of future), if requested by the underwriters underwriter(s) managing such offering, no Holder who participates in such offering or beneficially owns five (together with its Affiliates and Related Funds) three percent (53%) or more of the outstanding shares of Common Stock Shares at such time and an amount of Registrable Securities that exceeds three percent (3%) on a fully diluted basis assuming the conversion of the outstanding Registrable Securities held by all Holders Convertible PIK Notes) shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior except with the written consent from the Companyof such managing underwriter(s), during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, ; provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement9. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)9. The provisions of this Section 10(a) 9 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Number shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement9. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)9. The provisions of this Section 10(a) 9 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or or, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Number shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety sixty (90)-day 60)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities (or securities convertible or exercisable into such equity securities) by the CompanyCompany (other than a registration relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future, except with or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the written consent of future), if requested by the underwriters underwriter(s) managing such offering, no so long as the Holder who participates in such offering or beneficially owns five three percent (53%) or more of the outstanding shares Shares (on a fully diluted basis assuming the conversion of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of any outstanding securities), then the outstanding Registrable Securities held by all Holders Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior except (a) with the written consent from of such managing underwriter(s) or (b) for a distribution to its creditors in connection with the CompanyHolder’s liquidation proceedings, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, ; provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein shall will prevent any the Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement6. Each The Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)6. The provisions of this Section 10(a) 6 will no longer apply to a the Holder once such the Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or or, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Number shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety sixty (90)-day 60)-day period beginning on the date of closing of such offering (as such period may be extended or modified by the underwriters, the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, to the extent requested by any underwriter(s) managing such offering, except with the written consent of the underwriters managing such offeringunderwriter(s), no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven for up to a sixty (7) days prior to and the ninety (90)-day 60)- day period beginning on the date of closing of the final prospectus filed in connection with such offering (as such period may be extended or waived by the underwriters, the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein such Lockup Period shall prevent any include customary carve-outs, including that a Holder from making may make a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict . To the ability of any Holder from participating in any extent requested by the underwriter(s) managing such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder each Xxxxxx agrees to execute a lock-up agreement in favor of the Company’s underwriters underwriter(s) managing such offering to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)effect. The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or who, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Amount shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety sixty (90)-day 60)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the CompanyCompany (other than a registration relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future, except with or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the written consent of future), if requested by the underwriters underwriter(s) managing such offering, no Holder who participates in such offering or beneficially owns five three percent (53%) or more of the outstanding shares of Common Stock Shares at such time and an amount of Registrable Securities that exceeds three percent (3%) on a fully diluted basis assuming the conversion of the outstanding Registrable Securities held by all Holders Convertible PIK Notes) shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior except with the written consent from the Companyof such managing underwriter(s), during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, ; provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement9. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)9. The provisions of this Section 10(a) 9 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering (i) an Initial Public Offering described in clause (ii) of equity securities by the Companydefinition thereof, except with the written consent of the underwriters managing such offeringInitial Public Offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety one hundred and eighty (90)-day 180)-day period beginning on the date of closing of such Initial Public Offering (the “IPO Lockup Period”), except as part of such offering and (ii) any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities during the seven (7) days prior to, and the ninety (90)-day period (or such lesser period as the underwriters may agree) beginning on the date of, the final prospectus filed in connection with such offering (the “Underwritten Offering Lockup Period” and, together with the IPO Lockup Period, each a “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directorsdirectors as reasonably requested by the underwriters, and reasonably acceptable to the Majority Holders; provided that the Lockup Period shall include customary carve-outs, including that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability ) and so long as no public disclosure of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreementdistribution is made. Each Holder agrees to execute a lock-up customary lockup agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) 4.1 In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request Offering or other underwritten public offering of equity securities by the Company, except with the written consent of Company and if requested by the underwriters managing such Underwritten Offering or other underwritten public offering, no any Holder of Registrable Securities who participates in such offering or beneficially owns five percent (5%) or more of shall enter into customary lock-up agreements with the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%managing underwriter(s) of the outstanding Registrable Securities held by all Holders shall effect such Underwritten Offering or other underwritten public offering providing that such Holder will not effect, directly or indirectly, any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) for up to 10 days prior to and the ninety (90)-day period beginning on up to 90 days following the date of closing of the final Prospectus for such offering (the “Lockup Period”), except as part of such offeringoffering and subject to other customary exceptions, unless (i) the Company otherwise agrees by written consent or (ii) the underwriters managing such Underwritten Offering or other underwritten public offering of equity securities of the Company otherwise agree by written consent; provided, that such Lockup Period restrictions are is applicable on substantially similar terms to the Company and all of its and its subsidiaries’ the executive officers and directorsdirectors of the Company; provided that nothing herein shall will prevent any Holder from making a distribution or other transfer of Registrable Securities to any of its partners, members or stockholders securityholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement4.1. Each Holder such Xxxxxx agrees with the Company to execute a lock-up agreement in favor of the Company’s underwriters managing such Underwritten Offering or other underwritten public offering of equity securities of the Company to such effect and, in any event, and that the Company’s such underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)4.1. The provisions of this Section 10(a) 4.1 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, to the extent requested by any underwriter(s) managing such offering, except with the written consent of the underwriters managing such offeringunderwriter(s), no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven for up to a sixty (7) days prior to and the ninety (90)-day 60)-day period beginning on the date of closing of the final prospectus filed in connection with such offering (as such period may be extended or waived by the underwriters, the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein such Lockup Period shall prevent any include customary carve-outs, including that a Holder from making may make a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict . To the ability of any Holder from participating in any extent requested by the underwriter(s) managing such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters underwriter(s) managing such offering to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)effect. The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Notes Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or or, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of New Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety sixty (90)-day 60)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, to the extent requested by any underwriters managing such offering, except with the written consent of the underwriters managing such offeringunderwriter, no Holder who participates in such offering or or, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from for up to a sixty (60)-day period (or such lesser period as the Company, during the seven (7underwriter may agree) days prior to and the ninety (90)-day period beginning on the date of closing of the final prospectus filed in connection with such offering (as such period may be waived by the underwriters, the “Lockup Period”), except as part of such offering, provided, that the Lockup Period shall be the same with respect to all Holders; provided, further, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein such Lockup Period shall prevent any include customary carve-outs, including that a Holder from making may make a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict . To the ability of extent requested by any Holder from participating in any underwriter managing such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters underwriter managing such offering to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)effect. The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or who, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Amount shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety sixty (90)-day 60)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.this

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, to the extent requested by any underwriter(s) managing such offering, except with the written consent of the underwriters managing such offeringunderwriter(s), no Holder who participates in such offering or beneficially owns five percent (a “Participating Holder”) or, if not a Participating Holder, no Holder of more than 5%) or more % of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%together with the Participating Holders, the “Lockup Holders”) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior for up to and the a ninety (90)-day period beginning on the date of closing of the final prospectus filed in connection with such offering (as such period may be reasonably requested to be extended or waived by the underwriters, the “Lockup Period”), except as part of such offering, provided, that (1) such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directorsdirectors and (2) each Lockup Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the underwriter(s) managing such offering; provided provided, further, that nothing herein such Lockup Period shall prevent any include customary carve-outs, including that a Lockup Holder from making may make a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict . To the ability of any Holder from participating in any extent requested by the underwriter(s) managing such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each each Participating Holder agrees to execute a lock-up lockup agreement in favor of the Company’s underwriters underwriter(s) managing such offering to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)effect. The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who (irrespective of whether such Holder participates in such offering Underwritten Takedown, Piggyback Offering or underwritten registration) who beneficially owns five two percent (52%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven seventy-five (7) days prior to and the ninety (90)-day 75)-day period beginning on the date of closing a prospectus or prospectus supplement with respect to the pricing of such offering is filed with the Commission (or such lesser period as may be required to complete the offering) (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, to the extent requested by any underwriter(s) managing such offering, except with the written consent of the underwriters managing such offeringunderwriter(s), no Holder who participates in such offering or beneficially owns five percent (5%a “Participating Holder”) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven for up to a sixty (7) days prior to and the ninety (90)-day 60)-day period beginning on the date of closing of the final prospectus filed in connection with such offering (as such period may be reasonably requested to be extended or waived by the underwriters, the “Lockup Period”), except as part of such offering, provided, that (1) such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directorsdirectors and (2) each Participating Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the underwriter(s) managing such offering; provided provided, further, that nothing herein such Lockup Period shall prevent any include customary carve-outs, including that a Participating Holder from making may make a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict . To the ability of any Holder from participating in any extent requested by the underwriter(s) managing such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each each Participating Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters underwriter(s) managing such offering to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)effect. The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Number shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, securities during the seven (7) days prior to to, and the ninety (90)-day period (or such lesser period as the underwriters may agree) beginning on the date of closing of of, the final Prospectus filed in connection with such offering (as such period may be waived by the underwriters, the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directorsdirectors as reasonably requested by the underwriters, and reasonably acceptable to the Majority Holders; provided that the Lockup Period shall include customary carve-outs, including that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability ) and so long as no public disclosure of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreementdistribution is made. Each Holder agrees to execute a lock-up customary lockup agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third third-party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will shall no longer apply to a Holder once such Holder ceases to hold Registrable Securities.