Common use of “Market Stand-Off” Agreement; Agreement to Furnish Information Clause in Contracts

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees the foregoing restriction shall be binding on any transferee from the Holder.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall shall, if requested by the underwriter of any underwritten public offering of the Company’s Common Stock, agree with such underwriter not to sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a salesale of, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company (the “Restricted Period”) not to exceed one hundred eighty ninety (18090) days following the effective date of a any registration statement of the Company filed under the Securities Act in connection with the Initial Offering; provided that such agreements shall not apply to Registrable Shares included in such registration statement or sales or similar transactions effected pursuant to which an Initial Public Offering is effecteda valid exemption from the registration requirements of the Securities Act. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required reasonably requested by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 7.9 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction shall be binding on any transferee from until the Holderend of the Restricted Period.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, The Shareholder and each Holder hereby agrees agree that such the Shareholder and/or Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a salesale with respect to, regarding any Common Stock Shares (or other securities) securities of the Company Company) held by such the Shareholder or Holder (other than those included in the registration) for a period (the “Restricted Period”) specified by the representative representatives of the underwriters of Common Stock Shares (or other securitiessecurities of the Company) not to exceed ten (10) days prior and ninety (90) days following any registered sale by the Company in which the Company gave the Shareholder an opportunity to participate; provided that all executive officers and directors of the Company enter into similar agreements and only if such Persons remain subject thereto (and are not to exceed one hundred eighty (180released from such agreement) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effectedfor such period. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Demanding Shareholder and each Holder agrees agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter representatives of the underwriters which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding the foregoing, if (a) during the last seventeen (17) days of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (b) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the sixteen-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 2.10 shall continue to apply until the expiration of the eighteen-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In addition, if requested by the Company or the representative of the underwriters of Common Stock Shares (or other securities) securities of the Company), the Demanding Holder and each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described Act in this Section 3.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 which the Demanding Holder or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each such Holder further agrees the foregoing restriction shall be binding on any transferee from the Holderparticipates.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a salesale of, regarding any Common Stock (or other securities) of the Company held by such Holder before the effective date of the registration statement for such offering (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement an IPO of the Company, which period may be extended up to an additional 34 days to enable the underwriter(s) to comply with FINRA Rule 2241, if applicable to the Company at the time of the IPO (the “Lock-Up Period”); provided that all officers and directors of the Company filed under and holders of at least one percent (1%) of the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect Company’s voting securities enter into similar agreements; and provided, further that any releases of any stockholder from such agreements by the underwriters shall be made only on a pro rata basis to the Common Stock (or other securities) subject to the foregoing restriction until the end benefit of said one hundred eighty (180) day periodall Holders. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which that are consistent with the foregoing or which that are necessary to give further effect thereto. In addition, if reasonably requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning related to such Holder as may be reasonably required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the Lock-Up Period. Each party hereto covenants and agrees that in the event that such party ceases to remain a party to this Agreement or loses its rights hereunder, this Section 2.13 shall be binding on any transferee from the Holdersurvive and remain enforceable as against such party.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, Each Investor and each Holder hereby agrees agrees: (1) that such Holder the Investor shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding sale with respect to any Common Stock (common equity securities of the Company or other securities) any securities convertible into or exchangeable or exercisable for any common equity securities of the Company held by such Holder the Investor (other than those included in the registration) for a period specified by the representative representatives of the underwriters of Common Stock (the common equity or other securities) of the Company equity-related securities not to exceed one hundred eighty (180) ten days prior to and 90 days following the effective date of a registration statement any firm commitment underwritten registered sale of common equity securities of the Company filed under or any securities convertible into or exchangeable or exercisable for any common equity securities of the Company by the Company that raises aggregate gross proceeds of at least $10,000,000 for the Company’s own account in which the Company gave the Investor an opportunity to participate in accordance with Section 4.6(a)(4); provided that all executive officers and directors of the Company enter into similar agreements and only if such persons remain subject thereto (and are not released from such agreement) for such period; provided that nothing herein will prevent the Investor from making any distribution or Registrable Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock (partners, shareholders or other securities) subject equity owners thereof or a transfer to an Affiliate or a Permitted Transferee that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering.restrictions set forth in this Section 4.6(j); (b2) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter representatives of the underwriters which are consistent with the foregoing obligation in Section 4.6(j)(1) or which are necessary to give further effect thereto. In addition, ; and (3) if requested by the Company or the representative of the underwriters of Common Stock (or other securities) securities of the Company), each Holder the Investor shall provide, within ten (10) days of such request, such information concerning such Holder as may be reasonably required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described Act in this Section 3.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in which the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees the foregoing restriction shall be binding on any transferee from the HolderInvestor participates.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to In connection with the condition that all Holders holding at least 2Company’s Initial Offering, if requested by the Company or the managing underwriter, each Holder and each holder of greater than 1% of the outstanding shares of Common Stock are subject agrees not to the same restrictions, each Holder hereby agrees that such Holder shall not sell, transfer, agree or contract to sell, make any short sale of, loan, grant any option or warrant for the purchase of, or enter into any swap, hedging or other similar transaction with the same economic effect as a sale, regarding sale or otherwise dispose of any Common Stock (or other securities) of the Company held by such Holder Registrable Securities (other than those included in the registrationpublic offering or acquired in the public offering or aftermarket, if any) for a period specified by without the representative of the underwriters of Common Stock (or other securities) prior written consent of the Company or the underwriters for such period of time (not to exceed one hundred eighty (180) days following days) as may be requested by the effective date Company or the managing underwriter. The foregoing provisions of this Section 2.13 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or to shares acquired by a registration statement Holder in open market transactions after completion of the Initial Offering and shall be applicable to Holders only if all directors and executive officers of the Company filed under enter into similar agreements, and if any of the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions provisions of such agreements are waived or terminated with respect to any of such persons or if any such person is released from such agreement, the Common Stock (foregoing provisions shall be waived or other securities) subject terminated with respect to each Holder to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering.same extent on a pro rata basis (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction shall be binding on any transferee from until the Holderend of said one hundred eighty (180) day period.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not publicly sell, publicly transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a public sale, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) 90 days following the effective date of a registration statement of the Company filed under the Securities Act Act; provided that all officers and directors of the Company and holders of at least 1% of the Company's voting securities and all other Persons with registration rights (whether or not pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securitiesthis Agreement) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt are bound by and enter into similar agreements and no such agreement shall apply only to the Initial Public Offering. (b) is waived. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement Registration Statement filed under the Securities Act. The obligations described in this Section 3.13 2.7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction under the Securities Act on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees the foregoing restriction that any transferee of any shares of Registrable Securities shall be binding on any transferee from the Holderbound by this Section 2.7.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, The Investor and each Holder hereby agrees agrees: (1) that such Holder the Investor shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding sale with respect to any Common Stock (common equity securities of the Company or other securities) any securities convertible into or exchangeable or exercisable for any common equity securities of the Company held by such Holder the Investor (other than those included in the registration) for a period specified by the representative representatives of the underwriters of Common Stock (the common equity or other securities) of the Company equity-related securities not to exceed one hundred eighty (180) ten days prior to and 90 days following the effective date of a registration statement any firm commitment underwritten registered sale of common equity securities of the Company filed under or any securities convertible into or exchangeable or exercisable for any common equity securities of the Company by the Company that raises aggregate gross proceeds of at least $10,000,000 for the Company's own account in which the Company gave the Investor an opportunity to participate in accordance with Section 4.6(a)(4); provided that all executive officers and directors of the Company enter into similar agreements and only if such persons remain subject thereto (and are not released from such agreement) for such period; provided that nothing herein will prevent the Investor from making any distribution of Registrable Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock (partners or shareholders or other securities) subject equity owners thereof or a transfer to an Affiliate or a Permitted Transferee that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering.restrictions set forth in this Section 4.6(i); (b2) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter representatives of the underwriters which are consistent with the foregoing obligation in Section 4.6(i)(1) or which are necessary to give further effect thereto. In addition, ; and (3) if requested by the Company or the representative of the underwriters of Common Stock (or other securities) securities of the Company), each Holder the Investor shall provide, within ten (10) days of such request, such information concerning such Holder as may be reasonably required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described Act in this Section 3.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in which the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees the foregoing restriction shall be binding on any transferee from the HolderInvestor participates.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to In connection with the condition that all Holders holding at least 2% Company’s Initial Offering, if requested by the Company or the managing underwriter, each holder of Preferred Stock agrees, and the Company shall require each holder of greater than one percent (1%) of the then outstanding shares of Common Stock are subject capital stock of the Company to the same restrictionsagree, each Holder hereby agrees that such Holder shall not to sell, transfer, agree or contract to sell, make any short sale of, loan, grant any option or warrant for the purchase of, or enter into any swap, hedging or other similar transaction with the same economic effect as a sale, regarding sale or otherwise dispose of any Common Stock (or other securities) of the Company held by such Holder Registrable Securities (other than those included in the registrationInitial Offering or acquired in the Initial Offering or aftermarket, if any) for a period specified by without the representative of the underwriters of Common Stock (or other securities) prior written consent of the Company or the underwriters for such period of time (which period shall not to exceed one hundred eighty (180) days after the effective date of the registration statement filed in connection with such Initial Offering (provided that such one hundred eighty (180)-day period may be extended in order to comply with Financial Industry Regulatory Authority Rule 2711(f)(4) but in no event shall the total period exceed two hundred ten (210) days following the effective date of such registration)) or any other applicable regulatory restrictions as may be requested by the Company or the managing underwriter. The foregoing provisions of this Section 2.13 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or to shares acquired by a registration statement Holder in open market transactions after completion of the Initial Offering and shall be applicable to Holders only if all directors, executive officers and holders of greater than one percent (1%) of the then outstanding shares of capital stock of the Company filed under enter into similar agreements, and if any of the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions provisions of such agreements are waived or terminated with respect to any of such persons or if any such person is released from such agreement, the Common Stock (foregoing provisions shall be waived or other securities) subject terminated with respect to each Holder to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offeringsame extent on a pro rata basis. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a an Excluded Registration or any other registration relating solely other than the Initial Offering. The Company may impose stop-transfer instructions with respect to employee benefit plans on Form S-1 the shares of Common Stock (or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely other securities) subject to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees the foregoing restriction until the end of said one hundred eighty (180)-day period (provided that such one hundred eighty (180)-day period may be extended in order to comply with Financial Industry Regulatory Authority Rule 2711(f)(4) or other applicable regulatory restrictions but in no event shall be binding on any transferee from the Holdertotal period exceed two hundred ten (210) days following the effective date of such registration).

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to In the condition that all Holders holding at least 2% case of an underwritten public offering of the outstanding shares of Company’s Common Stock are subject to under the same restrictionsSecurities Act (a “Public Offering”), each Holder hereby agrees that such Holder Stockholder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a salesale of, regarding any Common Stock (or other securities) of the Company held by such Holder Stockholder before the effective date of the registration statement for such Public Offering (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed (a) one hundred eighty (180) days following the effective date of a such registration statement if the Public Offering is an IPO, and (b) ninety (90) days following the effective date of such registration statement for all other Public Offerings (the “Lock-Up Period”); provided that all officers and directors of the Company filed under and holders of at least five percent (5%) of the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect Company’s voting securities enter into similar agreements; and provided, further that any releases of any stockholder from such agreements by the underwriters shall be made only on a pro rata basis to the Common Stock (or other securities) subject to benefit of the foregoing restriction until the end of said one hundred eighty (180) day periodStockholders. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Holder Stockholder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which that are consistent with the foregoing or which that are necessary to give further effect thereto. In addition, if reasonably requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder a Stockholder shall provide, within ten (10) days of such request, such information concerning related to such Holder Stockholder as may be reasonably required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the Lock-Up Period. Each party hereto covenants and agrees that in the event that such party ceases to remain a party to this Agreement or loses its rights hereunder, this Section 2.11 shall be binding on any transferee from the Holdersurvive and remain enforceable as against such party.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty ninety (18090) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Act; provided that all officers and directors of the Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offeringenter into similar agreements. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction shall be binding on any transferee from until the Holderend of said ninety (90) day period.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Investor and Holder hereby agrees that such Investor and/or Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding any Common Stock (or other securities) of the Company held by such Investor or Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty ten (18010) days prior and ninety (90) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Act; provided that all executive officers and directors of the Company may impose stop-transfer instructions with respect to the Common Stock enter into similar agreements and only if such Persons remain subject thereto (or other securitiesand are not released from such agreement) subject to the foregoing restriction until the end of said one hundred eighty (180) for such 90 day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Investor and Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Investor and Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said 90 day period. Each Investor and Holder agrees that any transferee of any shares of Registrable Securities shall be binding on any transferee from the Holderbound by this Section 2.11.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Holder hereby Each Investor agrees that such Holder shall it will not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any new hedging or similar transaction with the same economic effect as a salesale with respect to, regarding any Common Stock (or other securities) securities of the Company Company) held by such Holder Investor (other than those included in the registration) for a period specified by the representative representatives of the book-running managing underwriters of Common Stock (or other securities) securities of the Company convertible into Common Stock) not to exceed one hundred eighty ten (18010) days prior and ninety (90) days following any registered public sale of securities by the effective date of a registration statement Company in which the Company gave such Investor an opportunity to participate in accordance with Section 3; provided that executive officers and directors of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock (or and each other securities) Investor enters into similar agreements and only as long as such Persons remain subject to the foregoing restriction until the end of said one hundred eighty such agreement (180and are not fully released from such agreement) day for such period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Holder Investor agrees to execute and deliver such other agreements as may be reasonably requested by the Company or representatives of the underwriter underwriters which are consistent with the foregoing or which are necessary to give further effect thereto. . (b) In addition, if requested by the Company or the representative of the book-running managing underwriters of Common Stock (or other securities) securities of the CompanyCompany convertible into Common Stock), each Holder Investor shall provide, within ten (10) days of such request, provide such information concerning regarding such Holder Investor and its respective Registrable Securities as may be reasonably required by the Company or such representative of the book-running managing underwriters in connection with the filing of a registration statement and the completion of any public offering of the Company's securities Registrable Securities pursuant to a registration statement filed under this Agreement. (c) Notwithstanding anything else to the Securities Act. The obligations described contrary in this Section 3.13 9, pursuant to the Joinder Agreement, LifePoint shall not apply be bound by or required to a registration relating solely comply with this Section 9 if LifePoint chooses not to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated participate in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in applicable registered public sale of Securities by the future. Each Holder further agrees the foregoing restriction shall be binding on any transferee from the HolderCompany.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a salesale of, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) 10 days prior to and 90 days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The that includes any Registrable Securities of the Holders; provided that the executive officers and directors of the Company may impose stop-transfer instructions with respect to the Common Stock enter into similar agreements and only if such Persons remain subject thereto (or other securitiesand are not released from such agreement) subject to the foregoing restriction until the end of said one hundred eighty (180) for such 90 day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) 10 days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction shall be binding on any transferee from until the Holderend of said 90 day period.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, The Investors and each Holder hereby agrees agrees: (1) that such Holder the Investors shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding sale with respect to any Common Stock (common equity securities of the Company or other securities) any securities convertible into or exchangeable or exercisable for any common equity securities of the Company held by such Holder the Investors (other than those included in the registration) for a period specified by the representative representatives of the underwriters of Common Stock (the common equity or other securities) of the Company equity-related securities not to exceed one hundred eighty (180) ten days prior to and 90 days following the effective date of a registration statement any firm commitment underwritten registered sale of common equity securities of the Company filed under or any securities convertible into or exchangeable or exercisable for any common equity securities of the Company by the Company that raises aggregate gross proceeds of at least $10,000,000 for the Company's own account in which the Company gave the Investors an opportunity to participate in accordance with Section 4.6(a)(4); provided that all executive officers and directors of the Company enter into similar agreements and only if such persons remain subject thereto (and are not released from such agreement) for such period; provided that nothing herein will prevent the Investors from making any distribution of Registrable Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock (partners or shareholders or other securities) subject equity owners thereof or a transfer to an Affiliate or Permitted Transferee that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering.restrictions set forth in this Section 4.6(j); (b2) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter representatives of the underwriters which are consistent with the foregoing obligation in Section 4.6(j)(1) or which are necessary to give further effect thereto. In addition, ; and (3) if requested by the Company or the representative of the underwriters of Common Stock (or other securities) securities of the Company), each Holder Investor shall provide, within ten (10) days of such request, such information concerning such Holder as may be reasonably required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described Act in this Section 3.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in which the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees the foregoing restriction shall be binding on any transferee from the HolderInvestor participates.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, sell or enter into any hedging or similar transaction with the same economic effect as a sale, regarding transfer, make any short sale, or grant any option for the purchase, of any Common Stock (or other securities) of the Company held by such Holder (other than those those, if any, included in the registration) for a period specified by the Company or representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) 180 days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effectedAct. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) 10 days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.10 shall not apply to a registration relating solely Special Registration Statement. The Company may impose stop-transfer instructions with respect to employee benefit plans on Form S-1 the shares of Common Stock (or Form S-8 or similar forms that may be promulgated in other securities) subject to the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in foregoing restriction until the futureend of said 180 day period. Each Holder further agrees the foregoing restriction that any transferee of any shares of Registrable Securities shall be binding on bound by this Section 2.10. Notwithstanding the foregoing, if the Company or the underwriters shall release any transferee Registrable Securities or any other securities (the “Released Securities”) owned by any Holder from the Holderrequirements of this Section 2.10 before the end of the period set by the Company or the underwriters or shall reduce the lock-up period applicable to the Registrable Securities or other securities owned by any Holder to less than 180 days, then the Registrable Securities and other securities of each Holder shall be released from the provisions of this Section 2.10 in the same proportion as the Released Securities bear to the total number of securities held by such Holder which were subject to this Section 2.10 or the lock-up period applicable to the Registrable Securities and other securities owned by all other Holders shall be reduced to the same extent.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, The Shareholder and each Holder hereby agrees agree that the Shareholder and such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a salesale with respect to, regarding any Common Stock Shares (or other securities) securities of the Company Company) held by such the Shareholder or Holder (other than those included in the registration) for a period (the “Restricted Period”) specified by the representative representatives of the underwriters of Common Stock Shares (or other securitiessecurities of the Company) not to exceed ten (10) days prior and ninety (90) days following any registered sale by the Company in which the Company gave the Shareholder an opportunity to participate; provided that all executive officers and directors of the Company enter into similar agreements and only if such Persons remain subject thereto (and are not to exceed one hundred eighty (180released from such agreement) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effectedfor such period. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Demanding Shareholder and each Holder agrees agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter representatives of the underwriters which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 2.9 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In addition, if requested by the Company or the representative of the underwriters of Common Stock Shares (or other securities) securities of the Company), the Demanding Holder and each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described Act in this Section 3.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 which the Demanding Holder or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each such Holder further agrees the foregoing restriction shall be binding on any transferee from the Holderparticipates.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, sell or enter into any hedging otherwise transfer or similar transaction with the same economic effect as a sale, regarding dispose of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed ninety (90) days or, in the case of the Initial Public Offering, or, if required by the underwriters, a period not to exceed one hundred eighty (180) days following the effective date of a registration statement Registration Statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The (the “Lock-up”); provided that: (a) all (A) officers and directors of the Company may impose stop-transfer instructions with respect to and (B) all Holders that own at least two percent (2%) of the Company’s Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering.on an as converted basis), and together with its Affiliates, enter into similar agreements; and (b) if the Company or the underwriters release any Registrable Securities or any other securities (the “Released Securities”) from the requirements of this Section 2.10 before the end of the period set by the Company or the underwriters, then the Registrable Securities of each Holder shall be released from the provisions of this Section 2.10 in the same proportion as the Released Securities bear to the total number of securities held by the holder of the Released Securities which were subject to this Section 2.10. Each Holder participating in the applicable registration agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company), each Holder participating in the applicable registration shall provide, within ten (10) days as soon as practicable after receipt of such request, such information concerning such Holder as may be reasonably required by the Company or such underwriter representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement Registration Statement filed under the Securities Act. The obligations described in this Section 3.13 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction shall be binding on any transferee from until the Holderend of said ninety (90) day or one-hundred eighty (180) day period.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, The Shareholder and each Holder hereby agrees agree that such the Shareholder and/or Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a salesale with respect to, regarding any Common Stock Shares (or other securities) securities of the Company Company) held by such the Shareholder or Holder (other than those included in the registration) for a period (the “Restricted Period”) specified by the representative representatives of the underwriters of Common Stock Shares (or other securitiessecurities of the Company) not to exceed ten (10) days prior and ninety (90) days following any registered sale by the Company in which the Company gave the Shareholder an opportunity to participate; provided that all executive officers and directors of the Company enter into similar agreements and only if such Persons remain subject thereto (and are not to exceed one hundred eighty (180released from such agreement) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effectedfor such period. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Demanding Shareholder and each Holder agrees agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter representatives of the underwriters which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 2.10 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In addition, if requested by the Company or the representative of the underwriters of Common Stock Shares (or other securities) securities of the Company), the Demanding Holder and each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described Act in this Section 3.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 which the Demanding Holder or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each such Holder further agrees the foregoing restriction shall be binding on any transferee from the Holderparticipates.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject In addition to any restrictions in the condition Lock-Up Agreements, the Owners agree that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Holder hereby agrees that such Holder shall they will not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any new hedging or similar transaction with the same economic effect as a salesale with respect to, regarding any Common Stock (or other securities) securities of the Company Company) held by such Holder the Owners (other than those included in the registrationregistered public sale of Securities by the Company) for a period specified by the representative representatives of the book-running managing underwriters of Common Stock (or other securities) securities of the Company convertible into Common Stock) not to exceed one hundred eighty ten (18010) days prior and ninety (90) days following any registered public sale of securities by the effective date of a registration statement Company in which the Owners participate in accordance with Section 3; provided that executive officers and directors of the Company filed under the Securities Act pursuant enter into similar agreements and only as long as such Persons remain subject to which an Initial Public Offering is effectedsuch agreement (and are not fully released from such agreement) for such period. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Holder agrees Owners agree to execute and deliver such other agreements as may be reasonably requested by the Company or representatives of the underwriter underwriters which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if . (b) If requested by the Company or the representative of the book-running managing underwriters of Common Stock (or other securities) securities of the CompanyCompany convertible into Common Stock), each Holder the Owners shall provide, within ten (10) days of such request, provide such information concerning such Holder regarding the Owners and their respective Registrable Securities as may be reasonably required by the Company or such representative of the book-running managing underwriters in connection with the filing of a registration statement and the completion of any public offering of the Company's securities Registrable Securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees the foregoing restriction shall be binding on any transferee from the HolderAgreement.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a the registration statement of the Company filed under in connection with the Securities Act pursuant Initial Offering; provided that all officers, directors and holders of one percent (1%) of the outstanding capital stock of the Company enter into similar agreements; provided, further, that, notwithstanding the foregoing, a Holder shall be permitted to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the any Common Stock (or other securities) subject securities of the Company held by such Holder in one or more private transactions to any of its Affiliates who agree in writing to be bound by the foregoing restriction until the end provisions of said one hundred eighty (180) day periodthis Section 2.13. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be reasonably required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction shall be binding on any transferee from until the Holderend of said one hundred eighty (180) day period.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not publicly sell, publicly transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a salepublic sale in respect of, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty ninety (18090) days following the effective date of a registration statement of the Company filed under the Securities Act Act; provided that, as a condition to the effectiveness of this paragraph as to a given registration statement, all officers and directors of the Company and holders of at least one percent (1%) of the Company's voting securities and all other persons with registration rights (whether or not pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securitiesthis Agreement) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt must be bound by and enter into similar agreements and no such agreement shall apply only to the Initial Public Offering. (b) is waived. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which that are consistent with the foregoing or which that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or to a registration relating solely to a Commission transaction pursuant to Rule 145 transaction under the Securities Act on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees the foregoing restriction shall be binding on any transferee from the Holder.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% right of the outstanding shares Gores Shareholders and the Existing Shareholders to execute transfers or sales of Common Stock are subject held thereby pursuant to the same restrictionsSection 1.2(a)(i) hereof, each Holder hereby severally agrees that such Holder it shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a salesale of, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a the period specified by commencing on the representative effective date of the underwriters Merger and ending on the earlier of Common Stock (December 15, 2005 or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement the Merger (the “Lock-Up Period”), provided that all executive officers and directors of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effectedenter into similar agreements. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) Holders shall not be subject to this Section 2.1 in the foregoing restriction until event that the end Company or any underwriter has released any Holder from the provisions of said one hundred eighty (180) day periodthis Section 2.1. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Holder agrees The Holders agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder the Holders shall provide, within ten twenty (1020) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.1 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely pursuant to a Commission Rule 145 transaction on Form S-4 Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or similar forms that may be promulgated in the future. Each Holder further agrees other securities) subject to the foregoing restriction until the earlier of (x) the end of the Lock-Up Period or (y) the effective date a registration statement filed in connection with a request for registration made pursuant to Section 1.2(a)(i) hereof. The Holders agree that any transferee of any shares of Registrable Securities shall be binding on any transferee from the Holderbound by this Section 2.1.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, Purchaser and each Holder hereby agrees agrees: (1) that such Holder Purchaser shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding sale with respect to any Common Stock (common equity securities of the Company or other securities) any securities convertible into or exchangeable or exercisable for any common equity securities of the Company held by such Holder Purchaser (other than those included in the registration) for a period specified by the representative representatives of the underwriters of Common Stock (the common equity or other securities) of the Company equity-related securities not to exceed one hundred eighty (180) ten days prior and 90 days following the effective date of a registration statement any firm commitment underwritten registered sale of common equity securities of the Company filed under or any securities convertible into or exchangeable or exercisable for any common equity securities of the Company by the Company for the Company’s own account in which the Company gave Purchaser an opportunity to participate in accordance with Sections 4.7(a)(4) through 4.7(a)(6); provided that all executive officers and directors of the Company enter into similar agreements and only if such persons remain subject thereto (and are not released from such agreement) for such period; provided that nothing herein will prevent Purchaser from making any distribution of Registrable Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock (partners or other securities) subject stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering.restrictions set forth in this Section 4.7(i); (b2) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter representatives of the underwriters which are consistent with the foregoing obligation in Section 4.7(i)(1) or which are necessary to give further effect thereto. In addition, ; and (3) if requested by the Company or the representative of the underwriters of Common Stock (or other securities) securities of the Company), each Holder Purchaser shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described Act in which Purchaser participates; provided, that clauses (1) and (2) of this Section 3.13 4.7(i) shall not apply to a registration relating solely to employee benefit plans on Form S-1 Purchaser or Form S-8 or similar forms that may be promulgated in any Holder that, together with its affiliates, is the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in beneficial owner of less than 5% of the future. Each Holder further agrees the foregoing restriction shall be binding on any transferee from the Holderoutstanding Common Stock.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a salesale of, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock Act; provided that: (or other securitiesi) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Company's Initial Public Offering.; and (bii) all officers, directors and 1% shareholders of the Company enter into similar agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required reasonably requested by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction shall be binding on any transferee from until the Holderend of said one hundred eighty (180) day period.

“Market Stand-Off” Agreement; Agreement to Furnish Information. Subscriber hereby agrees: (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Holder hereby agrees that such Holder Subscriber shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding sale with respect to any Common Stock (common equity securities of the Company or other securities) any securities convertible into or exchangeable or exercisable for any common equity securities of the Company held by such Holder Subscriber (other than those included in the registration) for a period specified by the representative representatives of the underwriters of Common Stock (the common equity or other securities) of the Company equity-related securities not to exceed one hundred eighty (180) ten days prior and 90 days following the effective date of a registration statement any firm commitment underwritten registered sale of common equity securities of the Company filed under or any securities convertible into or exchangeable or exercisable for any common equity securities of the Securities Act pursuant Company by the Company for the Company’s own account in which the Company gave Purchaser an opportunity to which an Initial Public Offering is effected. The participate in accordance with Section 1; provided that all executive officers and directors of the Company may impose stop-transfer instructions with respect to the Common Stock enter into similar agreements and only if such persons remain subject thereto (or other securitiesand are not released from such agreement) subject to the foregoing restriction until the end of said one hundred eighty (180) day for such period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering.; (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter representatives of the underwriters which are consistent with the foregoing obligation in Section 7(a) or which are necessary to give further effect thereto. In addition, ; and (c) if requested by the Company or the representative of the underwriters of Common Stock (or other securities) securities of the Company), each Holder Subscriber shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described Act in which Subscriber participates; provided, that clauses (a) and (b) of this Section 3.13 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms Subscriber that may be promulgated in is the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in beneficial owner of less than 5% of the futureoutstanding common stock of the Company. Each Holder further agrees the foregoing restriction shall be binding on any transferee from the Holder.With respect

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not not, without the prior written consent of the managing underwriter, (i) lend, offer, pledge, sell, transfercontract to sell, make sell any short sale ofoption or contract to purchase, purchase any option or contract to sell, grant any option for the purchase option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (ii) enter into any hedging hedging, swap or similar transaction with the same economic effect as a salesale (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, regarding in cash or otherwise), any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock Act; provided that: (or other securitiesi) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Company’s Initial Public Offering and any subsequent offering effective within one hundred eighty (180) days after the Company’s Initial Offering., provided, that all restrictions placed on such Holders pursuant to this Section 2.13(i) shall expire one hundred eighty (180) days after the Company’s Initial Offering; and (bii) all officers and directors of the Company and holders of at least one percent (1 %) of the Company’s voting securities enter into similar agreements; and (iii) such agreement shall provide that any discretionary waiver or termination of the restrictions of such agreement by the Company or representative of the underwriters shall apply to all persons subject to such agreements pro rata based on the number of voting securities subject to such agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period, and shall use best efforts to ensure that all shares of its capital stock, including future issuances of stock, shall be binding on subject to a market standoff provision at least as restrictive as this Section 2.13. Each Holder agrees that any transferee from of any shares of Registrable Securities shall be bound by this Section 2.13. The underwriters in connection with the Holder.Company’s Initial Offering are intended third-party beneficiaries of this Section 2.13 and shall have the right, power and authority to give further effect thereto. Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder (and the shares or securities of every other person subject to the restriction contained in this Section 2.13):

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall shall, if requested by the underwriter of any underwritten public offering of the Company’s Common Stock, agree with such underwriter not to sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a salesale of, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company (the “Restricted Period”) not to exceed one hundred eighty ninety (18090) days following the effective date of a any registration statement of the Company filed under the Securities Act in connection with the Initial Offering; provided that such agreements shall not apply to Registrable Shares included in such registration statement or sales or similar transactions effected pursuant to which an Initial Public Offering is effecteda valid exemption from the registration requirements of the Securities Act. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required reasonably requested by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 4.9 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction shall be binding on any transferee from until the Holderend of the Restricted Period.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) in the Qualified Public Offering of the Company not to exceed one hundred eighty (180) days days, but subject to such extension or extensions as may be required by the underwriter in order to publish research reports while complying with Rule 2711 of the FINRA and Rule 472(f)( 4) of the New York Stock Exchange, following the effective date of a the registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to such Initial Offering; provided that all officers, directors and holders of more than 2.5% of the outstanding capital stock (on an as-if-converted to Common Stock (or other securitiesbasis) subject to of the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public OfferingCompany enter into similar agreements. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of in the CompanyInitial Offering, each Holder shall provide, within ten (101 0) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.12 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period after the Initial Offering. Each Holder agrees that any transferee of any shares of Registrable Securities shall be binding on any transferee from the Holderbound by this Section 2.12.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registrationregistration and other than transfers by a Holder to its affiliates, members, partners or former partners provided that such affiliates, members, partners or former partners agree to be bound by the terms of this lock-up) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock Act; provided that: (or other securitiesi) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Company’s Initial Public Offering.; and (ii) all officers and directors of the Company and holders of either (a) at least one percent (1%) of the Company’s voting securities or (b) the Company’s voting securities having registration rights (whether or not pursuant to this Agreement) enter into similar agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction shall be binding on any transferee from until the Holderend of said one hundred eighty (180) day period.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registrationregistration or acquired following the Company’s Initial Offering) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securitiessuch longer period as necessary to permit compliance with NASD Rule 2711 and similar or successor regulatory rules and regulations) subject to (the foregoing restriction until the end of said one hundred eighty “Lock-Up Period”); provided that (180i) day period. For the avoidance of doubt such agreement shall apply only to the Company’s Initial Public Offering. ; and (bii) all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities enter into similar agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or and the managing underwriter which that are consistent with the foregoing Holder’s obligations under this Section 2.13 or which that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely Special Registration Statement. The Company may impose stop-transfer instructions with respect to employee benefit plans on Form S-1 the shares of Common Stock (or Form S-8 or similar forms that may be promulgated in other securities) subject to the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in foregoing restriction until the futureend of the Lock-Up Period. Each Holder further agrees the foregoing restriction that any transferee of any shares of Registrable Securities shall be binding on any transferee from bound by this Section 2.13. The underwriters of the HolderCompany’s stock are intended third party beneficiaries of this Section 2.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall shall, if requested by the underwriter of any underwritten public offering of the Company's Common Stock, agree with such underwriter not to sell, transfertransfer , make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a salesale of, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company (the "Restricted Period") not to exceed one hundred eighty ninety (18090) days following the effective date of a any registration statement of the Company filed under the Securities Act in connection with the Initial Offering ;provided that such agreements shall not apply to Registrable Shares included in such registration statement or sales or similar transactions effected pursuant to which an Initial Public Offering is effecteda valid exemption from the registration requirements of the Securities Act. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provideprovide , within ten (10) days of such request, such information concerning such Holder as may be required reasonably requested by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 4.9 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction shall be binding on any transferee from until the Holderend of the Restricted Period.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, Purchaser and each Holder hereby agrees agrees: (1) that such Holder Purchaser shall not sell, transfer, make any short sale of, grant any option for the purchase of, any common equity securities of the Company or any securities convertible into or exchangeable or exercisable for any common equity securities of the Company held by Purchaser (other than those included in the registration), or enter into any hedging or similar transaction with the same economic effect as a sale, regarding of transferring some or all of the economic benefits and/or risks of owning any Common Stock (or other securities) common equity securities of the Company held by such Holder (other than those included in the registration) for a period specified by the representative representatives of the underwriters of Common Stock (the common equity or other securities) of the Company equity-related securities not to exceed one hundred eighty (180) ten days prior and 90 days following the effective date of a registration statement any firm commitment underwritten registered sale of common equity securities of the Company filed under or any securities convertible into or exchangeable or exercisable for any common equity securities of the Company by the Company for the Company’s own account in which the Company gave Purchaser an opportunity to participate in accordance with Section 4.7(a)(4) through (a)(6); provided that all executive officers and directors of the Company enter into similar agreements and only if such persons remain subject thereto (and are not released from such agreement) for such period; provided that nothing herein will prevent Purchaser from making any distribution of Registrable Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock (partners or other securitiesshareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4.7(i) subject and provided further that nothing herein shall require Purchaser or any Holder to close-out, unwind or otherwise terminate or effectively terminate any Hedging Transaction entered into prior to the foregoing restriction until the end beginning of said one hundred eighty any such “holdback” or market stand-off period (180) day period. For the avoidance of doubt whether such agreement shall apply only to the Initial Public Offering.holdback or stand-off period is provided for in this Agreement or otherwise); (b2) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter representatives of the underwriters which are consistent with the foregoing obligation in Section 4.7(i)(1) or which are necessary to give further effect thereto. In addition, ; and (3) if requested by the Company or the representative of the underwriters of Common Stock (or other securities) securities of the Company), each Holder Purchaser shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described Act in which Purchaser participates; provided, that clauses (1) and (2) of this Section 3.13 4.7(i) shall not apply to a registration relating solely to employee benefit plans on Form S-1 Purchaser or Form S-8 or similar forms that may be promulgated in any Holder that, together with its affiliates, is the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in Beneficial Owner of less than 5% of the future. Each Holder further agrees the foregoing restriction shall be binding on any transferee from the Holderoutstanding Common Stock.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding or otherwise dispose of any Common Stock (or other securities) securities of the Company held by such Holder Holder, however or whenever acquired (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which Act; provided however that, if during the last 17 days of the restricted period the Company issues an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect earnings release or material news or a material event relating to the Common Stock (Company occurs, or other securities) subject prior to the foregoing restriction expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 2.12 shall continue to apply until the end of said one hundred eighty the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event (180however, in no event will the restricted period extend beyond 216 days after the effective date of the registration statement); provided further that: (i) day period. For the avoidance of doubt such agreement shall apply only to the Company’s Initial Public Offering., and is explicitly conditioned on any release or modification of such agreement being effected among all Holders on a pro-rata basis according to the number of Registrable Securities held by such Holders; and (bii) all officers, directors and greater than 5% stockholders of the Company enter into similar agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto; provided, however, that any such agreement must require that any release, waiver or modification of such agreement be effected among all Holders on a pro-rata basis according to the number of Registrable Securities held by such Holders. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.12 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section and to impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction shall until the end of said one hundred eighty (180) day period. Each Holder agrees that it will not transfer securities of the Company unless each transferee agrees in writing to be binding on any transferee from bound by all of the Holderprovisions of this Section 2.12.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registrationregistration and other than after-market acquired shares) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of an underwritten public offering of the Company filed under (ninety (90) days if an offering other than the Securities Act pursuant Company’s initial underwritten public offering); provided that all officers and directors of the Company enter into similar agreements and the Company uses all reasonable efforts to which an Initial Public Offering is effectedobtain similar agreements from all other holders of at least 1% of the Company’s voting securities; and provided further that Holders may distribute securities of the Company to partners or members of the Holder if such partners or members agree to be bound by this Section 2.13. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which that are consistent with the foregoing Holders obligations under this Section 2.13 or which that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely Special Registration Statement. The Company may impose stop-transfer instructions with respect to employee benefit plans on Form S-1 the shares of Common Stock (or Form S-8 or similar forms that may be promulgated in other securities) subject to the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in foregoing restriction until the futureend of said one hundred eighty (180) day period. Each Holder further agrees the foregoing restriction that any transferee of any shares of Registrable Securities shall be binding on any transferee from the Holderbound by this Section 2.13.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding any Common Stock (or other securities) of the Company held by such Holder upon the effective date of a registration statement of the Company filed under the Securities Act (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the such effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock date; provided that: (or other securitiesa) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Company's Initial Public Offering.; (b) all officers and directors (and their respective investment funds) of the Company enter into similar agreements; and (c) the Company will use reasonable efforts to obtain a similar covenant from all holders of at least one percent (1%) of the Company's voting securities. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be binding on any transferee from bound by Section 2.13. The underwriters of the HolderCompany's stock are intended third party beneficiaries of Section 2.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares Each Holder hereby agrees that, if requested by an underwriter of Common Stock are subject to (or other securities) of the same restrictionsCompany, each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock IPO Date; provided that: (or other securitiesi) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Initial Public Offering.Company's Qualifying IPO; and (bii) all executive officers and directors of the Company and holders of at least one percent (1%) of the Company's voting securities enter into similar agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely pursuant to a Commission Rule 145 transaction on Form S-4 Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or similar forms that may be promulgated in other securities) subject to the futureforegoing restriction until the end of said one hundred eighty (180) day period. Each Holder further agrees the foregoing restriction that any transferee of any shares of Registrable Securities shall be binding on any transferee from the Holderbound by this Section 2.11.

“Market Stand-Off” Agreement; Agreement to Furnish Information. Each Holder (aincluding for purposes of this Section 2.13 deemed Holders for the limited purposes of Section 2.3) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock Act; provided that: (or other securitiesi) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Company's Initial Public Offering.; and (bii) all executive officers and directors of the Company and holders of at least one percent (1%) of the Company's voting securities enter into similar agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely pursuant to a Commission Rule 145 transaction on Form S-4 Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or similar forms that may be promulgated in other securities) subject to the futureforegoing restriction until the end of said one hundred eighty (180) day period. Each Holder further agrees the foregoing restriction that any transferee of any shares of Registrable Securities shall be binding on any transferee from the Holderbound by this Section 2.13.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, sell or enter into any hedging otherwise transfer or similar transaction with the same economic effect as a sale, regarding dispose of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock Act; provided that: (or other securitiesi) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to to, and in connection with, the Company’s Initial Public Offering.; and (bii) all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities enter into similar agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative to comply with rules and regulations promulgated under the Securities Act in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction shall be binding on any transferee from until the Holderend of said one hundred eighty (180) day period.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Holder hereby agrees that such No Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, sell or enter into any hedging otherwise transfer (other than transfers by a Holder to an affiliate of such Holder) or similar transaction with the same economic effect as a sale, regarding dispose of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) 180 days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock Act; provided that: (or other securitiesi) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Company’s Initial Public Offering.; (bii) Each all officers, directors and 5% stockholders of the Company enter into similar agreements; and (iii) each Holder agrees to shall execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) 10 days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.12 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction shall be binding on any transferee from until the Holderend of said 180-day period.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, sell or enter into any hedging otherwise transfer or similar transaction with the same economic effect as a sale, regarding dispose of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock Act; provided that: (or other securitiesa) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to the Company’s Initial Public Offering.; and (b) all officers and directors of the Company and holders of at least five percent (5%) of the Company’s voting securities enter into similar agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. Each Holder further agrees The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Notwithstanding anything in this Agreement, none of the provisions of this Agreement shall in any way limit the Series E Investor or any of its affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business. Notwithstanding anything to the contrary set forth in this Agreement, the restrictions contained in this Agreement shall not apply to Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by the Series E Investor or any of its affiliates following the effective date of the first registration statement of the Company covering Common Stock (or other securities) to be binding sold on any transferee from behalf of the HolderCompany in an underwritten public offering.

“Market Stand-Off” Agreement; Agreement to Furnish Information. (a) Subject to the condition that all Holders holding at least 2% of the outstanding shares of Common Stock are subject to the same restrictions, each Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, regarding any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registrationregistration or acquired following the Company’s Initial Offering) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180i) 180 days following the effective date of a registration statement of the Company filed under the Securities Act pursuant to which an Initial Public Offering is effected. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. For the avoidance of doubt such agreement shall apply only to for the Initial Public Offering. Offering or (bii) 90 days following the effective date of a registration statement of the Company filed under the Securities Act for any other offering of the Company’s securities (or, in either case, such longer period as necessary to permit compliance with FINRA Rule 2711(f)(4) and similar or successor regulatory rules and regulations) (the “Lock-Up Period”); provided that unless otherwise determined by the holders of at least 60% of the outstanding shares of Series E Preferred, all officers and directors of the Company and holders of at least 1% of the Company’s voting securities enter into similar agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or and the managing underwriter which that are consistent with the foregoing Holder’s obligations under this Section 2.13 or which that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) 10 days of such request, such information concerning such Holder as may be required by the Company or such representative in connection with the completion of any public offering of the Company's ’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 3.13 2.13 shall not apply to a registration relating solely Special Registration Statement. The Company may impose stop-transfer instructions with respect to employee benefit plans on Form S-1 the shares of Common Stock (or Form S-8 or similar forms that may be promulgated in other securities) subject to the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in foregoing restriction until the futureend of the Lock-Up Period. Each Holder further agrees the foregoing restriction that any transferee of any shares of Registrable Securities shall be binding on any transferee from bound by this Section 2.13. The underwriters of the HolderCompany’s stock are intended third party beneficiaries of this Section 2.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.