Common use of Market Stand-Off Agreement Clause in Contracts

Market Stand-Off Agreement. Each Lender hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. 10.1 Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriterthat, during the period commencing on of duration (up to, but not exceeding, 180 days) specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration; provided, however, that: a. Such agreement shall be applicable only during the two year period following the date of the final prospectus relating distributed pursuant to the Company’s Initial Offering and ending on first registration statement of the Company after the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for this Agreement which covers Common Stock (or other securities) to be sold on its behalf to the public in an underwritten offering; and b. All officers and directors of the Company, all one percent security holders, and all other persons with registration rights (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender not pursuant to the Company’s Initial Offering or thereafter on the open market), or (bthis Agreement) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. similar agreement. 10.2 In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. , and each Holder agrees that, if so requested, such Holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 10. 10.3 Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained obligations described in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT10 shall not apply to a registration relating solely to employee benefit plans on Form S-8 or similar forms which may be promulgated in the future, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESor a resignation relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future.

Market Stand-Off Agreement. Each Lender hereby agrees that it will notIn connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or a transferee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares without the prior written consent of the Company or its managing underwriter, during . Such restriction (the “Market Stand-Off”) shall be in effect for such period commencing on of time following the date of the final prospectus relating for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules promulgated by the Financial Industry Regulatory Authority, Inc. In the event of the declaration of a stock dividend, a spin off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s Initial Offering and ending on outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchaseMarket Stand-Off, or otherwise transfer or dispose ofinto which such Shares thereby become convertible, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant shall immediately be subject to the Company’s Initial Offering Market Stand-Off. Optionee or thereafter on the open market), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender transferee further agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in Company and/or the Company’s Initial Offering underwriter(s) that are consistent with this Section 8.11 the foregoing or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements In addition, if reasonably requested by the Company or the representative of the underwriters of Class A Common Stock (or other securities) of the Company, Optionee or transferee shall apply provide, within ten (10) days of such request, such information 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 all Lenders subject to such agreements pro rata based on a registration statement filed under the number of shares subject to such agreementsSecurities Act. In order to enforce the foregoing covenantMarket Stand-Off, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) Shares acquired under this Option Agreement until the end of such the applicable stand-off period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days The Company’s underwriters shall be beneficiaries of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained agreement set forth in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES15.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of shares of its Common Stock and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180) days) days in the case of the IPO), (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 6.11 shall apply only to the IPO, shall not (A) prohibit any Holder from buying registered shares of Common Stock in the IPO or in the aftermarket or selling such shares of Common Stock, or (B) apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Investors only if all officers and directors are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-third party beneficiaries of this Section 8.11 6.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 6.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Investors subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Public Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on capital stock acquired through the open market)exercise of this Warrant, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockCompany’s capital stock acquired through the exercise of this Warrant, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section shall apply to the Company’s Initial Public Offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement and shall only be applicable to the Holder if all officers, directors and greater than five percent (5%) stockholders of the Company enter into similar agreements.] The underwriters in connection with the Company’s Initial Public Offering are intended third-third party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Public Offering that are consistent with this Section 8.11 22 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 22 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the restriction contained in this Section 8.1122): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (aor such longer period, not to exceed 34 days after the expiration of the 180‑day period,) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock common stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant common stock held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)registration statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stockcommon stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock common stock or other securities, in cash or otherwise. The foregoing provisions of this Section 4.10 shall apply only to the Company’s initial offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering initial public offering are intended third-third party beneficiaries of this Section 8.11 4.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender The Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering initial public offering that are consistent with this Section 8.11 4.10 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements the Holder pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-stop transfer instructions with respect to the Registrable Securities of each Lender Shares (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day 180)‑day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day 180)‑day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day 16)‑day period beginning on the last day of the one hundred eighty (180)-day 180)‑day period, the restrictions imposed by this Section 8.11 4.10 shall continue to apply until the expiration of the eighteen (18)-day 18)‑day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, directly or indirectly, without the prior written consent of the Company and the managing underwriter, during the period commencing on the date of the final prospectus relating to any underwritten public offering by the Company’s Initial Offering Company and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (a1) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (b2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a1) or (b2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. . (b) This Section 4.1 shall not apply to the sale of Registrable Shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers and directors and holders of at least 5% of the voting stock of the Company enter into similar agreements. (c) The underwriters in connection with any underwritten public offering by the Company’s Initial Offering Company are intended third-third party beneficiaries of this Section 8.11 4.1(c), and shall have the right, power and authority to enforce the provisions hereof as though they were a party parties hereto. Each Lender further ; further, each Holder hereby agrees to execute enter into a written agreement with such agreements as may be reasonably requested by the underwriters in customary form containing terms substantially equivalent to the Company’s Initial Offering that are consistent with terms of this Section 8.11 or 4.1(c), and each Holder hereby agrees that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply be entitled to all Lenders subject require the Holder to enter into such agreements pro rata based on a written agreement. (i) Notwithstanding the number foregoing, nothing in this Section 4.1(c) shall prevent a Holder from making a transfer of shares subject to such agreements. any share of Common Stock purchased by the Holder in the open market from a person other than the Company. (ii) In order to enforce the foregoing covenantthis Section 4.1(c), the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty ninety (18090) days) , (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.10 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or the sale of any shares pursuant to a trading plan pursuant to Rule 10b5-1 that was established prior to the restricted period, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 2.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.10 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Company stockholders that are subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce . (b) To the foregoing covenantextent that any Holder is an “insider” or an Affiliate of the Company, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if Holder agrees (i) not to sell, transfer or otherwise dispose of any shares of Common Stock in any manner prescribed by Section 2.10(a), including any Registrable Securities registered pursuant to a registration statement, during the last seventeen (17) days of the one hundred eighty (180)-day restricted any “black-out period, ” implemented by the Company issues an earnings release or material news or a material event relating to of which such Holder has been notified by the Company occurs; or Company, and (ii) prior to otherwise comply with the expiration Company’s policies and procedures regarding sales, transfers or dispositions of the one hundred eighty (180)-day restricted period, the Company announces shares of Common Stock that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue apply generally to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release “insiders” or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESAffiliates .

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed (x) one hundred eighty (180) daysdays in the case of the IPO, or (y) if requested by the managing underwriter and approved by Holders of more than the Appropriate Percentage of the Registrable Securities, ninety (a90) days in the case of any registration other than the IPO, (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. Notwithstanding clause (i) and (ii) above, each Holder may distribute any or all of its shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock to any of its limited partners. Provided, however, that such limited partners who receive the distribution of any or all shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock shall still be subject to the other provisions of this Section 2.11. The foregoing provisions of this Section 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will notsuch Holder shall not sell, without transfer, make any short sale of, grant any option for the prior written consent purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the managing underwriter, during Company held by such Holder (other than those included in the registration) for (i) the 180-day period commencing on following the effective date of the final prospectus relating IPO (or such longer period, not to exceed 18 days after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711), and (ii) the 90-day period following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period, not to exceed 18 days after the expiration of the 90-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711); provided, that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s Initial Offering 's voting securities enter into similar agreements. The obligations described in this Section 2.5 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 transaction on Form S-4 or similar forms that may be promulgated in the future; (b) Each Holder agrees to execute and ending on the date specified deliver such other agreements as may be reasonably requested by the Company and and/or the managing underwriter (such period not underwriter(s) which are consistent with the foregoing or which are necessary to exceed one hundred eighty (180) days) (a) lendgive further effect thereto. In order to enforce the foregoing covenant, offer, pledge, sell, contract the Company may impose stop-transfer instructions with respect to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any the shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise) until the end of such period. The underwriters in connection with of the Company’s Initial Offering 's stock are intended third-third party beneficiaries of this Section 8.11 2.5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees . (c) No Holder of Registrable Securities subject to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 2.5 shall be released from any obligation under any agreement, arrangement or that are necessary understanding entered into pursuant to give further effect thereto. Any discretionary waiver or termination this Section 2.5 unless all other Holders of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end same type of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESobligation are also released.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares (whether such shares or any such securities are then owned by the Lender Holder or Founder, as the case may be, or are thereafter acquired) but specifically excluding shares purchased acquired by Lender pursuant to the Company’s Initial Offering Holder or thereafter on the open marketFounder), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockOrdinary Shares, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwiseotherwise (such period, as it may be reduced with the prior written consent of the managing underwriter, in its sole discretion, the "Lock-Up"). The foregoing provisions of this Section 1.13 shall apply only to the Company’s Initial Offering, shall not apply to (x) the sale of any shares to an underwriter pursuant to an underwriting agreement, or (y)(A) the transfer of any shares to another corporation, partnership, limited liability company or other business entity that is an affiliate of such Holder, or to any investment fund or other entity controlled or managed by or under common control with such Holder or affiliates of such Holder, or (B) as part of a distribution or transfer by such Holder to its stockholders, partners, members or other equity holders or to the estate of any such stockholders, partners, members or other equity holders, and (z) the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that in the cases of (y) and (z) the transferee agrees to be bound in writing by the restrictions set forth herein, and shall only be applicable to the Holders if all officers and directors and greater than one percent (1%) shareholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-third party beneficiaries of this Section 8.11 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested In addition, at the underwriters’ request, each Holder and the Founder, shall enter into a lock-up agreement in customary form reflecting the foregoing. Notwithstanding the foregoing, any release of a Lock-Up by the underwriters in the Company’s Initial Offering that are consistent shall only be effective if made on a pro rata basis, including with this Section 8.11 or that are necessary respect to give further effect thereto. Any discretionary waiver or termination of the restrictions of management and employees, and any or all of such agreements by the Company or the lock-up agreement with underwriters shall apply contain a clause to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreementsthis effect. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction, including the Founder) until the end of such period. Notwithstanding To the foregoingextent that there shall be discretionary releases of shares from the Lock-Up, if (i) during the last seventeen (17) days such discretionary releases of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or shares shall be allocated on a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning pro rata basis based on the last day number of shares of Ordinary Shares (including Ordinary Shares issuable upon the one hundred eighty (180)-day period, the restrictions imposed conversion of Preferred Shares) held by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees all shareholders that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person are subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKLock-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESUp.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)Registration Statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall apply only to the Company’s initial offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 1.13 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-stop transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, in the event the Company is not an “emerging growth company” as defined in Section 101 of the Jumpstart Our Business Startups Act of 2012, and, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 1.13 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. . (b) Each Lender Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the restriction contained in this Section 8.111.13): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) 180 days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock tor Shares (whether such shares Shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockShares, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing provisions of this Clause 21.12 shall apply only to the Company’s Initial Offering, shall not apply to the sale of any Shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers and directors and greater than 2% shareholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-third party beneficiaries of this Section 8.11 Clause 21.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further Holder agrees to execute such agreements as may be reasonably requested by an agreement with the underwriters managing underwriter in the Company’s Initial Offering that are consistent with setting forth provisions substantially identical to those in this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreementsClause 21.12. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares Shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of shares of its Common Stock under the Securities Act in connection with the IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter if the Company is not an emerging growth company (as contemplated by the Jumpstart Our Business Startups Act of 2012), to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (a15) days of the expiration of the 180-day lockup period), (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by held immediately before the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to effective date of the Company’s Initial Offering or thereafter on registration statement for the open market), IPO or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors of the Company and all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding shares of the Company’s preferred stock) are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering IPO are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with the Company’s Initial Offering IPO that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (i) such period not to following the effective date (which period shall in no event exceed one hundred and eighty (180) days) of a Registration Statement of the Company filed in connection with an Initial Public Offering as the SLP Investors may agree to with the underwriter or underwriters of such offering (ato which all Stockholders must be subject if any are to be subject) lendand (ii) such period (which period shall in no event exceed ninety (90) days) following the effective date of a registration statement of the Company filed under the Securities Act subsequent to an Initial Public Offering as the Initiating Holders (or the Company if there is no Initiating Holder and the SLP Investors agree with the Company that this Section 4.13 will apply under such circumstances) may agree to with the underwriter or underwriters of such offering and/or the Company (if applicable) (to which all Holders must be subject if any are to be subject), offerit shall not, to the extent requested by the Company and/or any underwriter, sell, pledge, sellhypothecate, contract to selltransfer, sell make any short sale of, loan, grant any option or contract right to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchaseof, or otherwise transfer or dispose of, directly or indirectly, of (other than to donees who agree to be similarly bound) any shares of Common Stock or Shares held by it at any securities convertible into or exercisable or exchangeable for Common Stock (whether time during such shares or any period except Shares included in such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant registration. Each Holder agrees that it shall deliver to the Company’s Initial Offering underwriter or thereafter on the open market), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply offering to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if which clause (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior is applicable to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that such Holder a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained customary agreement reflecting its agreement set forth in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES4.13.

Market Stand-Off Agreement. Each Lender hereby agrees that it will not(a) Solely in connection with an IPO (including an IPO pursuant to Section 2 hereof), if so requested by the underwriters, the Investors shall not sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any capital stock of the Company (other than those shares of Common Stock included in such registration pursuant to Section 2, hereof) without the prior written consent of the managing underwriterCompany, during the for a period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified designated by the Company in writing to the Investors, which period shall begin upon the effectiveness of the registration statement pursuant to which such IPO shall be made and the managing underwriter (such period shall not to exceed last more than one hundred and eighty (180) days (or such other period, not to exceed two hundred and ten (210) days, as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including but not limited to the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f) or any successor provisions or amendments thereto) after the effective date of such registration statement. The Company shall obtain the agreement of any person permitted to sell shares of stock in a registration to be bound by and to comply with this Section 5 as if such person was an Investor hereunder. In the event (a) lend, offer, pledge, sell, contract the Company fails to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares attain an agreement from all of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), directors and officers to be bound by and to comply with this Section 5 as if such person were an Investor hereunder or (b) enter into any swap or other arrangement that transfers the Company fails to another, in whole or in part, any attain such agreement from all holders of the economic consequences more than one percent (1%) of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Offering are intended thirdoutstanding capital stock, on a fully-party beneficiaries diluted basis, the restrictions set forth in this Section 5 shall cease to apply to the Investors. The foregoing provisions of this Section 8.11 and 5 shall have not apply to distributions or other transfers to Affiliates, partners, members, stockholders or other equity holders of an Investor, provided, that the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further recipient agrees to execute such agreements as may be reasonably requested similarly bound by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto5. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders parties subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by held immediately before the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to effective date of the Company’s Initial Offering or thereafter on registration statement for the open market), IPO or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 2.11 (A) shall apply only to the IPO, (B) shall not apply to shares of Common Stock acquired in the IPO or in the open market following the IPO, (C) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement and (D) shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company obtains a similar agreement from all stockholders individually owning more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination If any of the restrictions obligations described in this Section 2.11 are waived or terminated with respect to any of the securities of any such Holder, officer, director or all of greater than one-percent stockholder (in any such agreements by case, the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce “Released Securities”), the foregoing covenantprovisions shall be waived or terminated, as applicable, to the Company may impose stop-transfer instructions same extent and with respect to the Registrable Securities same percentage of securities of each Lender (and Holder as the shares or securities percentage of every other person subject Released Securities represent with respect to the foregoing restriction) until securities held by the end applicable Holder, officer, director or greater than one-percent stockholder, subject, in the case of such period. Notwithstanding the foregoingan underwritten offering, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained any applicable cut-back priority rights set forth in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESAgreement.

Market Stand-Off Agreement. (a) Each Lender Investor and Common Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (aor such longer period, not to exceed 34 days after the expiration of the 180-day period, as the managing underwriter or the Company shall request in order to facilitate compliance with FINRA rules or any successor or similar rule or regulation), (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether other than those included in such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open marketregistration), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall apply only to the Company’s initial offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Investors and Common Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Investor and Common Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 1.13 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Investors and Common Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Investor and Common Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if . (ib) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender Investor and Common Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender Investor and Common Holder (and the shares or securities of every other person subject to the restriction contained in this Section 8.111.13): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (a15) days of the expiration of the 180-day lockup period), (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock of the Company). The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order , provided that this sentence shall not apply to enforce any discretionary waiver or termination under this Section 2.11 if the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities aggregate number of each Lender released shares does not exceeds one percent (and the shares or securities of every other person subject to the foregoing restriction1%) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration total outstanding voting shares of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESCompany.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will notwith PubCo that, without the prior written consent of the managing underwriterwith respect to Underwritten Offerings initiated by a Holder only, during such period (which period shall in no event exceed 90 days) following the period commencing on effective date of a Registration Statement of PubCo (or, in the case of an Underwritten Shelf Take-Down, the date of the final prospectus filing of a preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the Company’s Initial first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Holders that own a majority of the Registrable Securities participating in such Underwritten Offering and ending on may agree to with the date specified by the Company and the managing underwriter Underwriter or Underwriters of such Underwritten Offering (a “Market Stand-Off Period”), such period Holder or its Affiliates shall not to exceed one hundred eighty (180) days) (a) lend, offersell, pledge, sellmortgage, contract to sellhypothecate, sell transfer, make any short sale of, loan, grant any option or contract right to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchaseof, or otherwise transfer or dispose ofof (other than to donees who agree to be similarly bound) any Registrable Securities held by it at any time during such period. In connection with any Underwritten Offering contemplated by this Section 3.10, directly PubCo shall use reasonable best efforts to cause each director and executive officer of PubCo to execute a customary lock-up for the Market Stand-Off Period. Each Holder agrees with PubCo that it shall deliver to the Underwriter or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable Underwriters for Common Stock (whether such shares or any such securities are then owned Underwritten Offering a customary agreement (with customary terms, conditions and exceptions) that is substantially similar to the agreement delivered to the Underwriter or Underwriters by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (b) enter into any swap or other arrangement Holders that transfers to another, in whole or in part, any own a majority of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of participating in such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained Registration reflecting their agreement set forth in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT3.10; provided, AS AMENDEDthat such agreement shall not be materially more restrictive than any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIESfurther, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESthat such agreement shall not be required unless all Holders are required to enter into similar agreements; provided, further, that such agreement shall provide that any early release of any Holder from the provisions of the terms of such agreement shall be on a pro rata basis among all Holders.

Market Stand-Off Agreement. Each Lender The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Public Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 20. shall apply only to the Initial Public Offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holder if all officers, directors and greater than 1% stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Public Offering are intended third-party beneficiaries of this Section 8.11 20 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender The Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Public Offering that are consistent with this Section 8.11 20 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to shares of the Registrable Securities Company’s capital stock acquired through the exercise of each Lender this Warrant (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 21 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender The Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities shares or securities of each Lender the Company of the Holder (and the shares or securities of every other person subject to the restriction contained in this Section 8.1120): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.”

Market Stand-Off Agreement. Each Lender [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) The Purchaser hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (aor such longer period, not to exceed 34 days after the expiration of the 180-day period,) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)Registration Statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 6.2 shall apply only to the Company’s initial offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 6.2 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender The Purchaser further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 6.2 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. . (b) In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender the Purchaser (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day 180)- day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 6.2 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender . (c) The Purchaser agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender the Purchaser (and the shares or securities of every other person subject to the restriction contained in this Section 8.116.2): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.”

Market Stand-Off Agreement. Each Lender hereby Holder agrees that it will not, without the prior written consent of the Company or the managing underwriter, during the period commencing on the date of the final prospectus relating used in connection with any underwritten offerings pursuant to Section 2 above by the Company’s Initial Offering Company in which the Company complied with Section 2, and ending on the date specified by the Company and the managing underwriter (underwriter, such period not to exceed one hundred eighty ninety (18090) days) days following the closing of such underwritten offering: (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, ; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock Ordinary Shares (whether such shares or any such other securities are then owned by the Lender Holder, or are thereafter acquired) acquired by the Holder, but specifically excluding shares purchased by Lender pursuant in the offering and shares purchased following the offering that were not subject to the Company’s Initial Offering or thereafter on the open marketunderwriters’ lock-up), ; or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock Ordinary Shares or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.14 shall not apply to (a) the sale of any shares to an underwriter pursuant to an underwriting agreement and shall be applicable to the Holders only if all Company's officers and directors and all Holders individually owning more than one percent (1%) of the Company's outstanding Ordinary Shares (on an as converted basis) shall be subject to similar restrictions or (b) activities of any Holder that is a broker dealer undertaken in the ordinary course of its business (other than with respect to the SPAC Warrants, PIPE Warrants or Ordinary Shares purchased in a private placement in connection with the Business Combination, in each case by such a broker dealer Holder for its own account for investment purposes). The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 2.14 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by In addition, at the underwriters underwriters’ request, each Holder shall enter into a lock-up agreement in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding customary form reflecting the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3 in an underwritten offering, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days), (i) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose ofTransfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by such Holder as of the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to date of the Company’s Initial Offering or thereafter on the open market), IPO or (bii) enter into any swap or other arrangement that transfers Transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the IPO, shall be applicable to the Holders only if all officers, directors and Stockholders owning at least 1% of the Common Stock on an as-converted basis are subject to the same restrictions, and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the Transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such Transfer shall not involve a disposition for value. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of set forth herein or in any or all of such agreements agreement described in the preceding sentence shall be promptly disclosed in writing by the Company or the underwriters to all Holders, and shall be deemed to apply to all Lenders subject such agreements on a pro rata basis based on the numbers of shares of Common Stock held by the Holders party to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stopan as-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESconverted basis.

Market Stand-Off Agreement. Each Lender The Holder hereby agrees that it will not, without the prior written consent of the managing underwriterthat, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date time specified by the Company and an underwriter of Preferred Shares or other securities of the managing underwriter Company, following the effective date of (i) a registration statement of the Company filed under the Act, or (ii) a comparable offering document filed under the applicable laws and regulations of any foreign governmental authority, it shall not, to the extent requested by the Company and such period not underwriter, directly or indirectly sell, offer to exceed one hundred eighty (180) days) (a) lend, offer, pledge, sell, contract to sellsell (including, sell without limitation, any option or contract to purchase, purchase any option or contract to sellshort sale), grant any option, right or warrant option to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or (other than to donees who agree to be similarly bound) any securities convertible into of the Company held by it at any time during such period, except Preferred Shares (or exercisable Ordinary Shares issued upon conversion thereof) included in such registration or exchangeable for Common Stock offering; provided, however, that: (whether such shares a) all officers and directors of the Company, and each Person who holds one percent (1%) or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to more of the Company’s Initial Offering or thereafter on the open market)outstanding shares, or enter into similar agreements; (b) enter into any swap or other arrangement that such market stand-off time period shall not exceed 90 days; and (c) the foregoing agreement shall not prohibit privately negotiated transfers to another, in whole or in part, any of Preferred Shares among the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwiseHolder and its Affiliates. The Holder agrees to provide to the underwriters of any public offering such further agreements as such underwriters may reasonably request in connection with this market stand-off agreement, provided that the Company’s Initial Offering terms of such agreements are intended third-party beneficiaries substantially consistent with the provisions of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements19. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities securities of each Lender the Company held by the Holder (and the shares or securities of every other person Person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if the obligations described in this Section 19 shall not apply to (i) during a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the last seventeen future, (17ii) days a registration relating solely to a transaction under Rule 145 of the one hundred eighty Act, or (180)-day restricted period, iii) any offering which would the Company issues an earnings release or material news or a material event relating to the Company occurs; equivalent of clause (i) or (ii) prior to under the expiration applicable laws and regulations of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESany foreign governmental authority.

Market Stand-Off Agreement. Each Lender holder of Registrable Securities hereby agrees that it will not, without the prior written consent of the managing underwriterthat, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date duration (up to, but not exceeding, 180 days) specified by the Company and an underwriter of Common Stock or other securities of the managing underwriter (Company, following the effective date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent requested by the Company and such period not underwriter, directly or indirectly sell, offer to exceed one hundred eighty (180) days) (a) lend, offer, pledge, sell, contract to sellsell (including, sell without limitation, any option or contract to purchase, purchase any option or contract to sellshort sale), grant any option, right or warrant option to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of (other than to donees who agree to be similarly bound) any shares securities of the Company held by it at any time during such period except Common Stock or any securities convertible into or exercisable or exchangeable for included in such registration; provided, however, that: (a) such agreement shall be applicable only to the first such registration statement of the Company which covers Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquiredother securities) but specifically excluding shares purchased by Lender pursuant to be sold on its behalf to the Company’s Initial Offering or thereafter on the open market), or public in an underwritten offering; and (b) all officers, directors, and key employees of the Company, all five-percent security holders, and all other persons with registration rights (whether or not pursuant to this Agreement) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such similar agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period, and each holder agrees that, if so requested, such holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 2.14. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained obligations described in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT2.14 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 promulgated under the Securities Act or similar forms which may be promulgated in the future, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESor a registration relating solely to an SEC Rule 145 transaction on Form S-4 promulgated under the Securities Act or similar forms which may be promulgated in the future.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed (x) one hundred eighty (180) daysdays in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (a2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) or (y) ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11: (a) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement; (b) with respect to the IPO, shall be applicable to the Holders only if all officers and directors of the Company and all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions; (c) with respect to any registration other than the IPO, shall only be applicable to directors and officers of the Company and their respective Affiliates, and then only if all officers and directors of the Company are subject to the same restrictions; and (d) shall not be applicable with respect to shares of Common Stock acquired in the IPO, in any registration other than the IPO or in the open market after effectiveness of the registration statement for the IPO or any registration other than the IPO, provided that with respect to any sales or other arrangements involving shares of Common Stock during any applicable lock-up period, no filing under the Exchange Act or otherwise or any public announcement by the Holder or any director of the Company affiliated with such Holder shall be required or shall be voluntarily made in connection therewith, other than any required beneficial ownership filings under Section 13 of the Exchange Act. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Existing Holder and each Investor hereby agrees that it will notsuch Holder shall not sell, without transfer, make any short sale of, grant any option or other right for the prior written consent purchase of, enter into any hedging or similar transaction with the same economic effect as a sale, lend or otherwise transfer or encumber, directly or indirectly, any Common Stock (or other securities) of the managing underwriter, during Company held by such Holder (other than those included for sale in the registration) for a period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays (or such other period as may be requested in writing by the managing underwriter and agreed to in writing by the Company) following the effective date of a registration statement of the Company filed under the Securities Act; provided that: (ai) lend, offer, pledge, sell, contract such agreement shall apply only to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectlythe Company’s Initial Offering; and (ii) all officers and directors of the Company and holders of at least 1% of the Company’s voting securities enter into and remain bound by similar agreements; (iii) unless waived by the holders of a majority of the members of the Board, any release by the Company or an underwriter of any party mentioned in clause (ii) above from the above restrictions shall have no effect unless each Holder of Registrable Securities is released from such restrictions to the same extent; and (iv) if UFRF owns 1% or less of the outstanding shares of Common Stock or will own 1% or less as a result of a Qualified IPO, the shares held by UFRF will not be subject to any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (b) enter into any swap lock-up requirement or other arrangement that transfers to anotherrestriction on selling such shares, in whole or in partother than as required by law, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 Qualified IPO or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements public offering by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreementsthereafter. In order to enforce the foregoing covenant, the The Company may impose stop-transfer instructions and may stamp each such certificate with the fourth legend set forth in Section 4.1(c) hereof with respect to the Registrable Securities shares of each Lender Common Stock (and the shares or securities of every other person securities) subject to the foregoing restriction) restriction until the end of such one hundred eighty (180) day period. Each Existing Holder and each Investor agrees, if so requested by the Company or any representative of the underwriters, to execute such underwriters standard form of “lock-up” or “market standoff” agreement in a form satisfactory to the underwriters and the Company and consistent with the provisions of this Section 2.12. Any full or partial waiver by the managing underwriters of the obligations of any Existing Holder or Investor under this Section 2.12 shall be allocated to all Existing Holders and Investors pro rata on the basis of the number of shares of Common Stock held by each such Existing Holder and each such Investor, assuming exercise and/or conversion of all securities exercisable and/or convertible, directly or indirectly, into shares of Common Stock. Notwithstanding the foregoing, if with respect to each such Existing Holder and each such Investor and Holders affiliated therewith, such restrictions shall: (ix) during only apply to shares of Preferred Stock (or shares of Common Stock issued upon conversion of such Preferred Stock) purchased directly from the last seventeen Company (17other than in the registration); and (y) days not limit the ability of such Existing Holder or such Investor or Holders affiliated therewith to otherwise directly or indirectly purchase, lend, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise transfer or dispose of any securities of the one hundred eighty Company purchased in the registration or not purchased directly from the Company or enter into any hedging transaction with respect to any securities of the Company purchased in the registration or not purchased directly from the Company (180)-day restricted periodcollectively, the Company issues an earnings release or material news or a material event relating to “Lock-up Exclusion”); provided, however, that the Company occurs; or (ii) prior to Lock-up Exclusion may be waived for and on behalf of each Existing Holder and each Investor with the expiration written consent of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day holders of at least a majority of the one hundred eighty (180)-day periodthen outstanding shares of Series B Preferred Stock and Series C Preferred Stock, the restrictions imposed by this Section 8.11 shall continue voting together as a single class on an as converted to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHAREScommon stock basis.

Market Stand-Off Agreement. Each Lender In connection with any underwritten offering, each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering such offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)registration statement for such offering, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Article 11 shall only apply to the first registration statement of the Company filed under the Securities Act involving an underwritten offering and if all officers, directors and greater than five percent (5%) stockholders of the Company are subject to similar agreements. The underwriters in connection with the Company’s Initial Offering such public offering are intended third-third party beneficiaries of this Section 8.11 Article 11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering of such public offering that are consistent with this Section 8.11 Article 11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-stop transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of obligations described in this Article 11 shall not apply to a registration relating solely to employee benefit plans on Form S-8 or similar forms which may be promulgated in the one hundred eighty (180)-day restricted periodfuture, the Company issues an earnings release or material news or a material event registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESfuture.

Market Stand-Off Agreement. Each Lender hereby agrees that it will notHolder shall not sell or otherwise transfer, without make any short sale of, grant any option for the prior written consent purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other securities) of the managing underwriter, Company held by such Holder (other than those included in the registration) during the one hundred and eighty (180) day period commencing on following the effective date of the final prospectus relating to registration statement for the Company’s Initial Public Offering and ending on filed under the date specified Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the managing underwriter (such period not to exceed one hundred eighty (180restrictions contained in FINRA Rule 2711(f)(4) days) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open marketNYSE Rule 472(f)(4), or (b) enter into any swap successor provisions or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction amendments thereto). The obligations described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and 2.10 shall have the right, power and authority not apply to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees registration relating solely to execute such agreements as employee benefit plans on Form S-l or Form S-8 or similar forms that may be reasonably requested by the underwriters promulgated in the Company’s Initial Offering future, or a registration relating solely to a transaction on Form S-4 or similar forms that are consistent with this Section 8.11 or that are necessary to give further effect theretomay be promulgated in the future. Any discretionary waiver or termination of the restrictions of any or all of such market stand-off agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(c) hereof with respect to the Registrable Securities shares of each Lender Common Stock (and the shares or securities of every other person securities) subject to the foregoing restriction) restriction until the end of such one hundred and eighty (180) day (or other) period. Notwithstanding Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the foregoing, if (i) during the last seventeen (17) days provisions of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event2.10. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained The obligations described in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT2.10 shall apply only if all officers and directors of the Company and all one percent (1%) securityholders enter into similar agreements, AS AMENDEDand shall not apply to a registration relating solely to employee benefit plans, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESor to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Public Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such other period as may be reasonably requested by the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by held immediately before the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to effective date of the Company’s registration statement for the Initial Offering or thereafter on the open market)Public Offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 2.10 (A) shall apply only to the Initial Public Offering, (B) shall not apply to shares of Common Stock acquired in the Initial Public Offering or in the open market following the Initial Public Offering, (C) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and (D) shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Public Offering are intended third-party beneficiaries of this Section 8.11 2.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Public Offering that are consistent with this Section 8.11 2.10 or that are necessary to give further effect thereto. Any discretionary waiver or termination If any of the restrictions obligations described in this Section 2.10 are waived or terminated with respect to any of the securities of any such Holder, officer, director or all greater than one-percent stockholder (in any such case, the “Released Securities”), the foregoing provisions shall be waived or terminated, as applicable, to the same extent and with respect to the same percentage of such agreements securities of each Holder as the percentage of Released Securities represent with respect to the securities held by the Company applicable Holder, officer, director or the underwriters shall apply to all Lenders greater than one-percent stockholder, subject to such agreements pro rata based on the number of shares subject to such agreementscustomary and mutually agreeable exceptions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Purchaser hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering 's initial public offering ("IPO") and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender Purchaser or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)registration statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 6.2 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Purchasers if all officers, directors and greater than 5% shareholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering 's IPO are intended third-party beneficiaries of this Section 8.11 6.2 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Purchaser further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering 's IPO that are consistent with this Section 8.11 6.2 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities shares of Capital Stock held by each Lender Purchaser (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market)offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall apply only to the Company’s initial offering of equity securities, and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 1.13 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 1.13 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. . (b) Each Lender Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the restriction contained in this Section 8.111.13): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender hereby Holder agrees that it will notin connection with the initial public offering of the Company’s securities (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) that, upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, not to sell, make any short sale of, loan, grant any option for the purchase of, pledge, hypothecate, limit such Holder’s market risk regarding or otherwise directly or indirectly dispose of any Registrable Securities (other than those included in the registration) or other capital stock of the Company or securities exchangeable or convertible into capital stock of the Company without the prior written consent of the managing underwriterCompany or such underwriters, during as the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (case may be, for such period of time (not to exceed one hundred eighty (180) daysdays from the date of the final prospectus used in such registration) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned as may be requested by the Lender Company or are thereafter acquiredsuch managing underwriters, and to enter into a lock-up agreement in customary form with such underwriters providing for restrictions approved by the Board, provided that all officers and directors of the Company and holders of at least one percent (1%) but specifically excluding shares purchased by Lender pursuant to of the Company’s Initial Offering or thereafter on voting securities are bound by and have entered into similar agreements, except as otherwise set forth herein. Notwithstanding the open market)foregoing, or (b) enter into Fidelity Research and Management Company and its Affiliates will only be subject to the foregoing provisions of this Subsection 2.15 with regards to any swap or other arrangement that transfers to another, in whole or in part, any Registrable Securities held immediately before the effective date of the economic consequences of ownership registration statement of the Common Stockinitial public offering. In the event of any early release of portions of the securities subject to such lock-up agreements, whether any all Holders will be released on a pro rata basis from such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect theretoagreements. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce The certificates for the foregoing covenant(a) Shares, the Company may impose stop-transfer instructions with (b) Conversion Shares, (c) any New Securities and (d) any other securities issued in respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty securities referenced in clauses (180)-day restricted perioda), the Company issues an earnings release (b) and (c) upon any stock split, stock dividend, recapitalization, merger, consolidation or material news or a material similar event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted periodshall contain, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day periodfor so long as such market stand-off provision remains in place, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading in substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): following form: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A LOCKMARKET STAND-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN OFF AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER STOCKHOLDER THAT PROHIBITS SALE OR TRANSFER OF THESE SECURITIES, SUCH SHARES FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE DATE OF THE FINAL PROSPECTUS FOR THE INITIAL PUBLIC OFFERING OF THE ISSUER’S COMMON STOCK. THIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF WHICH MAY BE OBTAINED AT THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.”

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it that, during the Standoff Period, such Holder will not, without the prior written consent of the Company or the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) , (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right right, or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Stock, or any securities convertible .convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether Stock, held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or offering; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 3.11 shall apply only to the IPO and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are similarly bound. For purposes of this Section 3.11, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. In order to enforce the foregoing covenant, 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 until the end of such period. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 3.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 3.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to any public offering by the Company’s Initial Offering Company and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) calendar days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares now owned or any such securities are then owned by the Lender or are thereafter hereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of the Company, including (without limitation) shares of Common StockStock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired), whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing covenants shall apply only to the Company’s initial public offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement and shall only be applicable to the Holders if all officers and directors and greater than five percent (5%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering initial public offering are intended third-third party beneficiaries of the covenants in this Section 8.11 1.9 and shall have the right, power and authority to enforce the provisions hereof such covenants as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)Registration Statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 2.14 shall apply only to the Company’s IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering IPO are intended third-third party beneficiaries of this Section 8.11 2.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering IPO that are consistent with this Section 8.11 2.14 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-stop transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) , which period may be extended upon the request of the managing underwriter, to the extent required by any NASD or FINRA rules, for an additional period of up to 18 days if the Company issues or proposes to issue an earnings or other public release within 18 days of the expiration of the 180-day lockup period), (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and holders of more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to similar agreements. The underwriters in connection with the Company’s Initial Offering IPO are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Member hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to a firmly-underwritten initial public offering of the CompanyLLC’s Initial Offering (or any successor’s) securities pursuant to an effective registration statement on Form S-1 (or successor thereto) (the “IPO”) and ending on the date specified by the Company (or any successor thereto) and the managing underwriter (such period not to exceed one hundred eighty (180) days) ), (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares equity securities of Common Stock the Company (or any securities convertible into or exercisable or exchangeable its successor in the IPO) held immediately before the effective date of the registration statement for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), IPO or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stockequity securities of the LLC (or its successor in the IPO), whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock equity securities of the LLC (or its successor in the IPO) or other securities, in cash or otherwise. The foregoing provisions of this Section 7.7(h) shall not apply to the sale of any equity securities to an underwriter pursuant to an underwriting agreement. The underwriters in connection with the Company’s Initial Offering IPO are intended third-third party beneficiaries of this Section 8.11 7.7(h) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Member further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering IPO that are consistent with this Section 8.11 7.7(h) or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenantcovenant in this Section 7.7(h) above, the Company LLC may impose stop-transfer instructions with respect to the Registrable Securities equity securities of each Lender Member (and the shares or securities of every other person subject to the foregoing restrictiontransferees and assignees thereof) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO, or ninety (90) days in the case of any registration other than the IPO), (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers, directors and stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The provisions of this Subsection 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Company stockholders that are subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such longer period, not to exceed eighteen (18) days after the expiration of the 180-day period, as the Company or such underwriters shall request in order to facilitate compliance with FINRA Rule 2711(f)) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 2.14 shall apply only to the Company’s IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all Key Holders, officers, directors and holders of greater than one percent (1%) of the Company’s securities on a fully-diluted basis enter into similar agreements. The underwriters in connection with the Company’s Initial Offering IPO are intended third-party beneficiaries of this Section 8.11 2.14 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering IPO that are consistent with this Section 8.11 2.14 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. . (b) In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person Person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender of the Investors hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Public Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)Registration Statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 13 shall only be applicable to the Investors if all officers, directors and greater than one percent (1%) shareholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Public Offering are intended third-party beneficiaries of this Section 8.11 13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender of the Investors further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Public Offering that are consistent with this Section 8.11 13 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders of the parties subject to such agreements thereto, including the Investors, pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESrestrictions.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 for an underwritten offering, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty ninety (18090) days) ), (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the Immediate Family Member of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased acquired by Lender pursuant to the Company’s Initial Offering or thereafter on Holder during the open market180 days period), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockOrdinary Shares, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The underwriters in connection with foregoing provisions of this Section 11 shall only apply to the Initial Offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders if all officers and directors and shareholders of the Company holding more than one percent (1%) of the Company’s then existing fully diluted share capital, enter into similar agreements. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the offering to the public (including without limitation, the Initial Offering Offering) that are consistent with this Section 11 or that are necessary to give further effect thereto. The underwriters are intended third-third party beneficiaries of this Section 8.11 11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (a2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall not apply to (a) the sale of any shares to an underwriter pursuant to an underwriting agreement; (b) the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value; or (c) the sale of any shares acquired in the offering or on the open market following the effectiveness of the registration statement for the offering, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Company stockholders that are subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce , except that, notwithstanding the foregoing covenantforegoing, the Company may impose stop-transfer instructions and the underwriters may, in their sole discretion, waive or terminate these restrictions with respect to the Registrable Securities of each Lender up to ten thousand (and the 10,000) shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESCommon Stock.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter for an additional period of up to twenty (20) days if the Company issues or proposes to issue an earnings or other public release within twenty (a20) days of the expiration of the 180-day lockup period), (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock and Series B Preferred Stock) are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or of termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders holders of the Company’s capital stock subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (a2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2411, or any successor provisions or amendments thereto), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA 2411, or any successor provisions or amendments thereto, (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by held immediately before the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to effective date of the Company’s Initial Offering or thereafter on registration statement for the open market), IPO or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Subsection 2.11, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, shall not apply to transactions relating to securities acquired in the IPO or open market transactions from and after the IPO, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that he, she or it will shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified extent requested by the Company and the managing underwriter of a Qualified Public Offering in which Securities (such period not to exceed one hundred eighty (180as defined below) days) (a) lendare sold, directly or indirectly, offer, sell, pledge, sell, contract to sell, sell transfer the economic risk of ownership in, make any option or contract to purchase, purchase any option or contract to sellshort sale, grant any option, right or warrant option to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, of any shares Securities of Common Stock the Corporation or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then other rights to purchase or acquire Securities, including, without limitation, Securities which may be deemed to be beneficially owned by each Holder in accordance with the Lender rules and regulations of the SEC and Securities which may be issued upon exercise of an option or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market)warrant, or enter into any Hedging Transaction (bas defined below) relating to Securities (each of the foregoing referred to as a “Disposition”) for a period of 180 days after the effective date of the registration statement relating to such Qualified Public Offering (the “Lock-Up Period”) unless the managing underwriter otherwise agrees; provided, however, such restrictions shall apply only if all of the Corporation’s executive officers, directors and holders of five percent (5%) or more of the Corporation’s voting Securities (collectively, “Other Restricted Sellers”) enter into similar agreements; provided, further, however, that the undersigned shall be permitted to participate on a pro rata basis in any swap early release from the Lock-Up Period of any Other Restricted Seller by the managing underwriter. The foregoing restriction is expressly intended to preclude the undersigned from engaging in any Hedging Transaction or other arrangement that transfers transaction which is designed to anotheror reasonably expected to lead to or result in a Disposition during the Lock- Up Period even if the Securities would be disposed of by someone other than the undersigned. “Hedging Transaction” means any short sale (whether or not against the box) or any purchase, in whole sale or in partgrant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities. For purposes of this paragraph 2.8(a), “Securities” shall means any equity securities of the economic consequences of ownership of the Common StockCorporation that are, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver convertible or termination exercisable directly or indirectly into, voting common shares or non-voting common shares of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESCorporation.

Market Stand-Off Agreement. Each Lender The Holder hereby agrees that he, she or it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)registration statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 4.6 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holder if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering IPO are intended third-third party beneficiaries of this Section 8.11 4.6 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender The Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering IPO that are consistent with this Section 8.11 4.6 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-stop transfer instructions with respect to the Registrable Securities Shares of each Lender the Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 4.6 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period Holder shall not to exceed one hundred eighty (180) days) (a) lend, offer, pledge, sell, contract to selldispose of, sell transfer, make any option or contract to purchase, purchase any option or contract to sellshort sale of, grant any option, right or warrant to purchaseoption for the purchase of, or otherwise transfer enter into any hedging or dispose of, directly or indirectlysimilar transaction with the same economic effect as a sale, any shares of Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) during the 180-day period following the effective date of the Initial Offering (or such longer period, not to exceed thirty-four (34) days after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any securities convertible into successor or exercisable similar rule or exchangeable for Common Stock (whether such shares regulation), as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any such securities are then owned by successor or similar rule or regulation); provided, that all officers and directors of the Lender or are thereafter acquiredCompany and holders of at least one percent (1%) but specifically excluding shares purchased by Lender pursuant to of the Company’s Initial Offering voting securities are bound by and have entered into similar agreements; provided, further, that the restriction set forth in this Section 2.11 shall not apply to the transfer of any shares to an affiliate or thereafter on current or former limited partner of a Holder; provided that the open market), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is affiliate agrees to be settled bound in writing by delivery of Common Stock or other securitiesthe restrictions set forth herein; provided, further, that the restriction set forth in cash or otherwise. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and 2.11 shall have not apply to the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by transfer of any shares acquired (A) from the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto(B) in open market transactions on or after the Initial Offering. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order The underwriters of the Company’s stock are intended third party beneficiaries of Section 2.11 and shall have the right, power and authority to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or provisions hereof as though they were a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESparty hereto.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)Registration Statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall apply only to the Company’s initial offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than two percent (2%) stockholders of the Company enter into similar agreements and such restrictions are not waived as to them. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 1.13 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if . (ib) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the restriction contained in this Section 8.111.13): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) ): (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; PROVIDED, HOWEVER, that all executive officers and directors of the Company and all other holders of at least one percent (1%) of Common Stock enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 SECTION 2.9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement for the IPO, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty 180 days after the effective date of the final prospectus relating to the IPO), (180) days) (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right or warrant to purchase, ; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by held immediately before the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to effective date of the Company’s Initial Offering or thereafter on registration statement for the open market), IPO or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the IPO, shall not apply to (a) the sale of any shares to an underwriter pursuant to an underwriting agreement, (b) the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder or the transfer of any shares to an Affiliate of the Holder, provided that the trustee of the trust or the Affiliate, as the case may be, agrees to be bound in writing by the restrictions set forth herein, (c) shares purchased by a Holder in the open market, and provided further that any such transfers in the case of (b) shall not involve a disposition for value. The foregoing restrictions of this Section 2.11 shall be applicable to the Holders only if all officers and directors of the Company and all stockholders individually owning more than 1% of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to substantially the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days; provided, however, that such period may be extended by up to an additional thirty-four (34) days to the extent requested by the managing underwriter in order to address the requirements of FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto, in situations in which (ax) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the initial lockup period or (y) prior to the expiration of the initial lockup period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial lockup period), (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right 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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)registration statement for the IPO, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above of this Section 2.11 is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers and directors are subject to similar agreements and the Company uses reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with the Company’s Initial Offering IPO are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with the Company’s Initial Offering IPO that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 in connection with the IPO, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) , (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall only apply to the IPO, shall not apply to transactions (including, without limitation, any swap, hedge or similar agreement or arrangement) or announcements, in each case, relating to securities acquired in the IPO or securities acquired in open market or other transactions from and after the IPO or that otherwise that do not involve or relate to shares of Common Stock owned by a Holder prior to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors and all stockholders individually, and together with their Affiliates, owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Company stockholders that are subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the effective date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (a15) days of the expiration of the 180-day lockup period), (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors of the Company and all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding shares of the Company’s preferred stock) are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering IPO are intended third-third party beneficiaries of this Section 8.11 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with the Company’s Initial Offering IPO that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Stockholder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) ), (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Lender Stockholder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 8.1 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Series D Investors only if all officers and directors are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 8.1 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 8.1 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriterManaging Underwriter(s), during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter Managing Underwriter(s) (such period not to exceed one hundred eighty (180) days, which period may be extended up to an additional eighteen (18) days as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (a1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (aclausem(i) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers, directors, and all stockholders individually owning directly or indirectly more than three percent (3%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock) are subject to the same restrictions. For avoidance of doubt, the underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Shareholder hereby agrees that that, if requested by the managing underwriter, it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of Shares or any other equity securities of the Company under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed (x) one hundred eighty (180) daysdays in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto, or (y) ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, ; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares Shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), ; or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 7 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Shareholders only if all officers and directors are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Shareholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 7 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Shareholders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce , except that, notwithstanding the foregoing covenantforegoing, the Company may impose stop-transfer instructions and the underwriters may, in their sole discretion, waive or terminate these restrictions with respect to the Registrable Securities of each Lender (and the up to 1,000,000 shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESCommon Stock.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company (or any successor thereto) and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such other period as may be requested by the Company (or any successor thereto) with Board approval to accommodate regulatory restrictions on (a1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares equity securities of Common Stock the Company (or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by its successor in the Lender or are thereafter acquiredIPO) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effective date of the open market)registration statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such equity securities of the Common StockCompany (or its successor in the IPO), whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock equity securities of the Company (or its successor in the IPO) or other equity securities, in cash or otherwise. The underwriters in connection with foregoing provisions of this Section 2.11 shall apply only to the IPO, and shall not apply to any Holder unless all officers, directors and stockholders of the Company individually owning more than 1% of the Company’s Initial Offering shares of common stock (on an as-converted basis) are intended third-party beneficiaries of this Section 8.11 and shall have subject to the right, power and authority to enforce the provisions hereof as though they were a party heretosame restrictions. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or IPO that are necessary to give further effect theretoto this Section 2.11. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders and any other stockholders of the Company subject to such agreements pro rata agreements, based on the number of shares equity securities subject to such agreements. . (b) In order to enforce the foregoing covenantcovenant in Section 2.11(a) above, the Company may impose stop-transfer instructions with respect to the Registrable Securities equity securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restrictiontransferees and assignees thereof) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)Registration Statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 2.14 shall apply only to the Company’s IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements, unless the Requisite Investors waive the requirement with respect to any such officer, director or greater than one percent (1%) stockholder of the Company. The underwriters in connection with the Company’s Initial Offering IPO are intended third-party beneficiaries of this Section 8.11 2.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering IPO that are consistent with this Section 8.11 2.14 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Public Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on capital stock acquired through the open market)exercise of this Warrant, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockCompany’s capital stock acquired through the exercise of this Warrant, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 22 shall apply only to the Initial Public Offering and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, the sale of any shares acquired in or after the Initial Offering or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with the Company’s Initial Public Offering are intended third-third party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Public Offering that are consistent with this Section 8.11 22 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to shares of the Registrable Securities Company’s capital stock acquired through the exercise of each Lender this Warrant (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender The Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities Shares of each Lender the Holder (and the shares or securities of every other person subject to the restriction contained in this Section 8.1122): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)Registration Statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall apply only to the Company’s initial offering of equity securities and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 1.13 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person Person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred and eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred and eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 1.13 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. . (b) Each Lender Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender Holder (and the shares or securities of every other person Person subject to the restriction contained in this Section 8.111.13): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT, AS AMENDED, AS SET FORTH . THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIESSTOCKHOLDER, A COPY OF WHICH MAY BE OBTAINED AT IS ON FILE WITH THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES SECRETARY OF THESE SHARESTHE COMPANY.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with the Company’s Initial Offering such registration are intended third-party third‑party beneficiaries of this Section 8.11 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Major Investors subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. (a) Each Lender Investor and each Founder hereby agrees that it will not, without the prior written consent of the managing underwriterthat, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date duration specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securitiessecurities of the Company, in cash or otherwise. The underwriters following the effective date of a registration statement of the Company filed under the Act in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and IPO, it shall have not, to the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably extent requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 Company and such underwriter, directly or that are necessary indirectly sell, offer to give further effect thereto. Any discretionary waiver sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or termination otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the restrictions of Company held by it at any or all of time during such agreements by the Company or the underwriters period except Common Stock included in such registration, provided, however, that such market stand-off period shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. not exceed 198 days. (b) In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Investor and each Founder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding . (c) The obligations described in Section 1.15(a) shall apply to the foregoing, Investors only if (i) during the last seventeen (17) days all officers and directors of the one hundred eighty Company, all one-percent (180)-day restricted period1%) securityholders, and all other persons with registration rights (whether or not pursuant to this Agreement) enter into similar agreements. If the Company or the underwriter of any public offering of the Company’s securities waive or terminate any standoff or lockup restrictions imposed on any holder of securities of the Company, then such waiver or termination shall be granted to all Holders subject to standoff or lockup restrictions pro rata based on the number of shares of Common Stock beneficially held by such holder and the Holders. From and after the date of this Agreement, the Company issues an earnings release or material news or a material event relating shall use its best efforts to ensure that all holders of capital stock of the Company occurs; or (ii) prior agree to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed be bound by this Section 8.11 shall continue terms substantially similar to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained those set forth in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES1.15.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering first registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) ), (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Subsection 2.10 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company obtains a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 Subsection 2.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.10 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Company stockholders that are subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date a registration statement of the final prospectus relating to Company filed under the Company’s Initial Offering Act is effective and ending on the date specified by the Company and the managing underwriter (such period not to exceed ninety (90) days, except in the case of the Company’s initial public offering, in which case such period shall not exceed one hundred eighty (180) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement and shall only be applicable to the Holders if all officers, directors and greater than five percent (5%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering initial public offering are intended third-third party beneficiaries of this Section 8.11 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will such Holder shall not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180i) days) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, pledge or otherwise transfer or dispose of, directly of any Ordinary Shares (or indirectly, any shares other securities) of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether the Company held by such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market)Holder, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock Ordinary Shares or other securities, in cash cash, or otherwise, for a period specified by the Company or the representative of the underwriters not to exceed one hundred eighty (180) days following the effective date of the registration statement of the Company filed under the Securities Act with respect to the IPO, provided that: (a) such agreement shall apply only to the Company’s IPO; (b) all officers and directors of the Company, all shareholders of the Company holding at least 1% of the outstanding share capital and holders of registration rights enter into similar agreements; and (c) any discretionary waiver, release or termination of the foregoing restriction shall apply to all holders of share capital of the Company, on a pro rata basis. The foregoing provisions of this Subsection 2.11 (1) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any Permitted Transferee of the Holder, provided that the Permitted Transferee agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value and (2) shall not be construed as to prohibit or limit the exercise of warrants or options during such period. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party parties hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriterunderwriter(s), during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter underwriter(s) (such period not to exceed one hundred eighty (180) days) ), (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares (A) by any Holder who is a natural person to any trust for the direct or indirect benefit of such Holder or such Holder’s spouse or descendants (whether natural or adopted) or (B) by any Holder that is a trust to the natural persons who are beneficiaries of such Holder, provided that, in each case, the trustee of such trust (in the case of clause (A)) or such natural persons (in the case of clause (B)) agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers, directors and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if in the event that the Company and/or the underwriter(s) in connection with the IPO agree to allow any officer, director or stockholders individually owning more than one percent (i1%) during the last seventeen (17) days of the one hundred eighty Company’s outstanding Common Stock (180)-day restricted periodafter giving effect to conversion into Common Stock of all outstanding Preferred Stock) to hold its shares of Company capital stock subject to lock-up restrictions which are more favorable to such securityholder than the lock-up restrictions set forth in this Subsection 2.11, the Company issues an earnings release or material news or a material event relating lock-up restrictions applicable to such Registrable Securities held by any Major Investor will be automatically amended to conform to the Company occurs; or (ii) prior more favorable lock-up restrictions applicable to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed shares held by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESsuch securityholder.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within fifteen (a15) days before or after the date that is one hundred eighty (180) days after the effective date of the registration statement relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such offering, (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.12 shall apply only to the IPO, shall not apply to shares of Common Stock acquired in the IPO or in the open market following the IPO , shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities) are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering IPO are intended third-third party beneficiaries of this Section 8.11 2.12 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering IPO that are substantially consistent with this Section 8.11 2.12 or that are necessary to give further effect thereto. Any discretionary waiver or termination If any of the restrictions obligations described in this Section 2.12 are waived or terminated with respect to any of the securities of any such Holder, officer, director or all of greater than one-percent stockholder (in any such agreements by case, the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce “Released Securities”), the foregoing covenantprovisions shall be waived or terminated, as applicable, to the Company may impose stop-transfer instructions same extent and with respect to the Registrable Securities same percentage of securities of each Lender (and Holder as the shares or securities percentage of every other person subject Released Securities represent with respect to the foregoing restriction) until securities held by the end of such period. Notwithstanding the foregoingapplicable Holder, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted periodofficer, the Company issues an earnings release director or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKgreater than one-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESpercent stockholder.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) ), (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement for such IPO, and shall be applicable to the Holders only if all officers and directors of the Company and holders of at least one percent (1%) of the outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding shares of Preferred Stock) are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-third party beneficiaries of this Section 8.11 Subsection 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Shareholder (for purposes of this Section 2.12, the “Lock-up Shareholder”), hereby agrees that it will not, without the prior written consent of the managing underwriterunderwriter of the Company (or, in the case of an Initial Offering that is a SPAC Transaction, the prior written consent of the Company), during the period commencing on the date of the final prospectus relating to any underwritten offering of the Company’s , or in the case of an Initial Offering that is a SPAC Transaction, the date of the consummation of the SPAC Transaction (including any offering referred to in Section 2.2 (Demand Registration)) and ending on the date specified by the Company and and, if applicable, the managing underwriter (such period not to exceed (a) one hundred and eighty (180) daysdays in connection with the Initial Offering and (b) ninety (90) days in connection with any other offering, as is required by (x) the underwriter in case of any offering or (y) by the Company in case of a SPAC Transaction) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares, or any securities convertible into or exercisable or exchangeable for Common Stock (whether Ordinary Shares held by such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant Lock-up Shareholder prior to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stockany such shares, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock Ordinary Shares or other securitiessecurities of the Company, in cash or otherwiseotherwise (the “Lock-Up”). The foregoing provisions of this Section 1.13 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable if all officers and directors and greater than one percent (1%) shareholders of the Company enter into or are bound by similar agreements. Any waiver provided to any Lock-Up Shareholder by the Company or the underwriters with respect to the obligations set forth in this Section 2.12 shall apply to the other Lock-Up Shareholders on a proportional basis. The underwriters in connection with the Company’s Initial Offering are intended third-third party beneficiaries of this Section 8.11 2.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by In addition, at the underwriters underwriters’ request (or, in the case of an Initial Offering that is a SPAC Transaction, the Company’s Initial Offering that are consistent with request), each Lock-up Shareholder shall enter into a lock-up agreement in a form customarily used by such underwriter (or by the Company) reflecting the foregoing. The obligations described in this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters 2.12 shall not apply to all Lenders a registration relating solely to employee benefit plans on 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 F-4 or similar forms that may be promulgated in the future (other than a SPAC Transaction, to which these obligations will apply). The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day or ninety (90) day period. In addition to the foregoing, no Holder that would be required to sign an agreement restricting its ability to transfer pursuant to this Section 1.13 shall distribute shares to its shareholders, partners or members after receipt of a Piggyback Notice or a Form F-1 Request Notice until such agreements pro rata based on the number of shares subject to time as such agreementsHolder has signed such an agreement required pursuant hereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 1.13 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees To the extent that a legend reading substantially as follows there shall be placed on discretionary releases of shares from the Lock-Up, such discretionary releases of shares shall be allocated to all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person Holders that are subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKLock-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCKUp on a pro rata basis based on the number of shares of Ordinary Shares held by the Holders that are subject to the Lock-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESUp.

Market Stand-Off Agreement. Each Lender The Warrant Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Public Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on capital stock acquired through the open market)exercise of this Warrant, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockCompany’s capital stock acquired through the exercise of this Warrant, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Public Offering are intended third-third party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender The Warrant Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Public Offering that are consistent with this Section 8.11 3(h) or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall also apply to all Lenders subject to such agreements the Warrant Holder, on a pro rata basis, based on the number of shares subject to held by any such agreements. In order to enforce the foregoing covenantPerson for whom a waiver or termination was granted, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the number of shares over which such waiver or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHAREStermination was granted.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)Registration Statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 1.11 shall apply only to the Company’s initial offering of equity securities, and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers and directors enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 1.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 1.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if . (ib) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the restriction contained in this Section 8.111.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering a Listing and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market)offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions shall only be applicable to the Holder if all of the Company’s officers and directors and holders of 1% or more of the Company’s outstanding stock enter into similar agreements. In the event that any director or officer, or any holder of 1% or more of the Company’s outstanding stock are released from his, her or its lock-up agreement pursuant to this Section 5.7, the Company will use its best efforts to cause the underwriters to release the Holder pro rata; provided, however, that neither the Company nor the underwriters shall be required to comply with such pro rata release of the Holder if the Company’s board of directors determines that such director or officer, or holder of 1% or more of the Company’s outstanding stock is experiencing financial hardship and has no other reasonably available sources of liquidity. The underwriters in connection with the Company’s Initial Offering Listing are intended third-third party beneficiaries of this Section 8.11 5.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.party

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriterunderwriter(s), during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of shares of its Common Stock and ending on the date specified by the Company and the managing underwriter underwriter(s) (such period not to exceed one hundred eighty (180) days) days in the case of the IPO) (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors and all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Stock, in each case held immediately prior to the effectiveness of the Registration Statement for such offering (whether such shares or any shares of Common Stock issuable or issued upon the conversion, exercise or exchange thereof upon or following the effectiveness of the Registration Statement for such securities are then owned by the Lender or are thereafter acquiredoffering) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, in each case held immediately prior to the effectiveness of the Registration Statement for such offering (or any shares of Common Stock issuable or issued upon the conversion, exercise or exchange thereof upon or following the effectiveness of the Registration Statement for such offering), whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall apply only to the Company’s Initial Offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than two percent (2%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 1.13 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders (and the shares or securities of every other person subject to the foregoing restriction) subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 1.13 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. . (b) Each Lender Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the restriction contained in this Section 8.111.13): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such other period as may be reasonably requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (a2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders of Preferred Registrable Securities only if all officers, directors and stockholders individually owning more than one percent (1%) of the outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-third party beneficiaries of this Section 8.11 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders of Preferred Registrable Securities subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that, in the event the Company proposes to undertake an underwritten public offering of its securities, and either (x) the Registrable Securities requested to be included by such Holder in such offering pursuant to Section 2(d), if any, are included therein, (y) such Holder declines to include any Registrable Securities in such offering, or (z) such offering is limited to securities that it will be sold by the Company (as opposed to any stockholder of the Company), such Holder will not, without the prior written consent of the managing underwriterunderwriter for such offering, during the period commencing on the date of the final prospectus relating to such offering by the Company’s Initial Offering , and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) 90 days) ), (a) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right or warrant to purchase, ; or otherwise transfer or dispose of, directly or indirectly, any shares securities of Common Stock the Company or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether securities of the Company held immediately before the effective date of the final prospectus for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock Shares or other securities, in cash or otherwise. The foregoing provisions of this Section shall not apply to the sale of any securities to an underwriter pursuant to an underwriting agreement, or the transfer of any securities to any trust for the direct or indirect benefit of any Holder or the immediate family of any Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors of the Company are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party third‑party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) l80 days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)Registration Statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 3.11 shall apply only to the Company’s IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than five percent stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering IPO are intended third-party beneficiaries of this Section 8.11 3.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering IPO that are consistent with this Section 8.11 3.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)registration statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. In addition, if (x) during the last seventeen (17) days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the one hundred eighty (l80) day restricted period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the one hundred eighty (l80) day period, the restrictions imposed by this Section 1.13 shall continue to apply until the expiration of the eighteen (18) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing provisions of this Section 1.13 shall apply only to the Company’s Initial Offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 1.13 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if . (ib) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the restriction contained in this Section 8.111.13): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company (as determined by the holders of capital stock of the Company representing a majority of the voting power of all then-outstanding shares of capital stock of the Company) and the managing underwriter (such which period not to may exceed one hundred eighty (180) days) 180 days in the case of the IPO), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market)offering, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 8 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement and shall be applicable to the Holders only if all executive officers and directors of the Company are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 8 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 8 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant held immediately prior to the Company’s Initial Offering or thereafter on effectiveness of the open market)Registration Statement for such offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 2.14 shall apply only to the Company’s IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering IPO are intended third-party beneficiaries of this Section 8.11 2.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering IPO that are consistent with this Section 8.11 2.14 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (a2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. (b) The foregoing provisions of Subsection 2.11(a) shall apply only to the IPO, shall not apply to (i) the sale of any shares to an underwriter pursuant to an underwriting agreement, or (ii) the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock and Founder Stock) are subject to restrictions no less restrictive than those set forth in this Section 2.11. Notwithstanding the foregoing, Subsection 2.11(a) shall not apply to shares of Common Stock (i) acquired in the IPO, or (ii) acquired in open market transactions after the IPO. (c) The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.11 or that are necessary to give further effect thereto. . (d) Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce , except that, notwithstanding the foregoing covenantforegoing, the Company may impose stop-transfer instructions and the underwriters may, in their sole discretion, waive or terminate these restrictions with respect to up to that number of shares of Common Stock, in the aggregate for all individuals, representing no more than 1% of the sum of (i) the shares subject to this Subsection 2.11 and (ii) the shares subject to all other lock-up provisions and agreements, provided, however, that if any shares are subject to multiple lock-up provisions or agreements referenced herein, such shares shall only be counted once for the purposes of determining the aggregate number and percentage of shares subject to a lock-up provision or agreement as provided for in this Subsection 2.11(d). (e) Notwithstanding the foregoing, in the event that the Company and/or the underwriters in connection with the IPO agree to allow any securityholder to hold its shares of Company capital stock subject to lock-up restrictions which are more favorable to such securityholder than the lock-up restrictions applicable to the Registrable Securities purchased by a Major Investor, the lock-up restrictions applicable to such Registrable Securities held by each Major Investor will be automatically amended to conform to the more favorable lock-up restrictions applicable to the shares held by such securityholder. (f) The Company shall be obligated to reissue promptly unlegended certificates at the request of each Lender (any Holder thereof if the Company has completed its IPO or in connection with a sale of Registrable Securities by a Holder pursuant to Rule 144 and the shares or securities Holder shall have obtained an opinion of every other person subject counsel (which counsel may be counsel to the foregoing restrictionCompany) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating reasonably acceptable to the Company occurs; or (iiit being understood that internal securities counsel of Fidelity shall be deemed acceptable for transfers by any Fidelity Entity) prior to the expiration effect that the securities proposed to be disposed of the one hundred eighty (180)-day restricted periodmay lawfully be so disposed of without registration, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (qualification and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESlegend.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, directly or indirectly, without the prior written consent of the Company and the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial a Qualified Public Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) daysdays or such longer period, not to exceed eighteen (18) days after the expiration of the 180-day period, as the Company or such underwriter shall request in order to facilitate compliance with FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall apply only to the Initial Public Offering and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers and directors and greater than five percent (5%) stockholders of the Company enter into similar agreements. The underwriters in connection with a Qualified Public Offering by the Company’s Initial Offering Company are intended third-third party beneficiaries of this Section 8.11 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further ; further, each Holder hereby agrees to execute enter into written agreement with such agreements as may underwriters containing terms substantially equivalent to the terms of this Section 1.13, and each Holder hereby agrees that such underwriters shall be reasonably requested entitled to require each such Holder to enter into such a written agreement. Notwithstanding the foregoing, nothing in this Section 1.13 shall prevent a Holder from making a transfer of any Common Stock that was listed on a national stock exchange, actively traded over-the-counter or traded on the NASDAQ Global Market at the time it was acquired by the underwriters Holder or was acquired by such Holder pursuant to Rule 144A of the Act, including any shares acquired in a Qualified Public Offering by the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering 's first underwritten public offering (the "IPO") of its Common Stock under the Securities Act, and ending on the date specified by the Company and the managing underwriter underwriter(s) (such period not to exceed one hundred eighty (180) days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports, and (aii) analyst recommendations and opinions): (A) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, ; or otherwise transfer or dispose of, directly or indirectly, any Class A or Class B shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock Class A or Class B shares (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), ; or (bB) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, such securities; whether any such transaction described in clause (aA) or (bB) above is to be settled by delivery of Common Stock Class A or Class B Shares or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 7.12(a) will: (x) apply only to the IPO and will not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement; (y) not apply to the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer will not involve a disposition for value; and (z) be applicable to the Holder only if all officers and directors of the Company are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than 5% of the outstanding shares of Class A and Class B. Notwithstanding anything herein to the contrary (including, for the avoidance of doubt, Section 7.1), the underwriters in connection with the Company’s Initial Offering IPO are intended third-third- party beneficiaries of this Section 8.11 7.12(a) and shall will have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender The Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with the Company’s Initial Offering IPO that are consistent with this Section 8.11 7.12(a) or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-stop transfer instructions with respect to the Registrable Securities Holder's registrable securities of each Lender the Company (and the Company shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender The Holder agrees that a legend reading substantially as follows shall will be placed on all certificates representing all Registrable Securities of each Lender the Holder's registrable securities of the Company (and the Company shares or securities of every other person subject to the restriction contained in this Section 8.117.12(a)): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER BEGINNING ON THE EFFECTIVE DATE OF THE ISSUER’S COMPANY'S REGISTRATION STATEMENT FILED UNDER THE ACTSECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S COMPANY'S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESSECURITIES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering registration by the Company on its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (a2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or purchased at or after the IPO, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restriction and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, plus up to an additional eighteen (18) days as may be requested by the managing underwriter to accommodate the restrictions contained in FINRA Rule 2241 or any similar successor provisions or amendments thereto), (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise; provided that: (A) the foregoing provisions of this Subsection 2.11 (1) shall apply only to the IPO, (2) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement for such IPO or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and (3) shall be applicable to the Holders only if all officers and directors of the Company and holders of at least five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding shares of Preferred Stock) are subject to the same restrictions; and (B)(1) the Company shall agree to use its reasonable efforts to obtain the agreement of the managing underwriter to periodic early releases of portions of the securities subject to the restrictions set forth in this Subsection 2.11 and/or any lockup agreements with the underwriters upon the occurrence of certain specified events and (2) any discretionary waiver or termination by the Company or the underwriters of the restrictions set forth in this Subsection 2.11 and/or in any or all of such lockup agreements with the underwriters shall apply pro rata to all Holders subject to this Subsection 2.11 and/or such lockup agreements, based on the number of shares subject to this Subsection 2.11 and/or such lockup agreements. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. 9.1 Each Lender Holder hereby agrees that if required by the managing underwriter, it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering an underwritten offering pursuant to Section 2.1 or 2.3 and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty ninety (18090) days) ), (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, ; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether Ordinary Shares, held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock Ordinary Shares or other securities, in cash cash, or otherwise. 9.2 The foregoing provisions of this Section 9 shall not apply (i) to holders of less than one percent (1%) of the Registrable Shares then outstanding or (ii) to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers, directors, and Holders are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party third‑party beneficiaries of this Section 8.11 9 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order . 9.3 Investor and each Holder hereby agree that if required by the managing underwriter in an underwritten offering pursuant to enforce the foregoing covenantSection 2.1 or 3.1, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender held by such shareholder (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): 9) immediately prior to the effectiveness of such offering: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-LOCK UP PERIOD OF UP TO 90 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AND TO SUCH OTHER RESTRICTIONS AND LIMITATIONS, ALL AS SET FORTH IN AN A REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-LOCK UP PERIOD IS AND OTHER RESTRICTIONS AND LIMITATIONS ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will notthat, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, 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 of, any Common Stock (or other securities) of the Company held by such Holder (other than those included for sale in the registration) for a period specified by the Company and the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed 180 days following the effective date of a registration statement of the Company filed under the Securities Act in connection with the Initial Offering, or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto; provided that: (i) such agreement shall apply only to the Company’s Initial Offering; and (ii) all officers and directors of the Company and holders of at least 5% of the Company’s voting securities enter into and remain bound by similar agreements; and (iii) unless waived by a majority of the members of the Board, any release by the Company or an underwriter of any party mentioned in clause (ii) above from the above restrictions shall have no effect unless each Holder of Registrable Securities is released from such restrictions to the same extent. (b) Notwithstanding anything herein to the contrary, neither Fidelity nor any of its related funds (“Fidelity”) shall be subject to any amendment, modification or waiver to Section 2.12(a) without the prior written consent of Fidelity which would require Fidelity to be subject to the managing underwriter, during restrictions set forth in Section 2.12(a): (i) in connection with any securities offerings other than the Initial Offering; (ii) for a period commencing on of longer than 180 days following the effective date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by a registration statement of the Company and filed under the managing underwriter (such period not to exceed one hundred eighty (180) days) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The underwriters Securities Act in connection with the Company’s Initial Offering are intended third-party beneficiaries Offering; or (iii) with respect to any transfers of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in any shares of the Company’s capital stock acquired by Fidelity in the Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination in open market transactions after the completion of the restrictions of any or all of Initial Offering if and only if such agreements by the Company or the underwriters shall apply transfers are not required to all Lenders subject to such agreements pro rata based be reported on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions Form 4 in accordance with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days Section 16 of the one hundred eighty (180)-day restricted periodExchange Act. This Section 2.12(b) may be not be waived, the Company issues an earnings release terminated or material news or a material event relating to the Company occurs; or (ii) amended without Fidelity’s prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESwritten consent.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days) (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market, except as otherwise set forth below), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall apply only to the Company’s Initial Offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, shall not apply to any shares of Common Stock acquired in the Initial Offering, shall not apply to any shares of Common Stock acquired in the open market after the Initial Offering, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 1.13 or that are necessary to give further effect thereto. Any discretionary waiver or termination If any of the restrictions obligations described in this Section 1.13 are waived or terminated with respect to any of the securities of any such Holder, officer, director or all greater than one-percent stockholder (in any such case, the “Released Securities”), the foregoing provisions shall be waived or terminated, as applicable, to the same extent and with respect to the same percentage of such agreements securities of each Holder as the percentage of Released Securities represent with respect to the securities held by the Company applicable Holder, officer, director or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreementsgreater than one-percent stockholder. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the restriction contained in this Section 8.111.13): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Investor hereby agrees that it will not, without the prior written consent of the managing underwriterthat, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date duration specified by the Company and an underwriter of Common Stock or other securities of the managing underwriter Company following the effective date of a registration statement of the Company filed under the Securities Act (the “Market Stand-Off Period”), it will not, to the extent requested by such period not to exceed one hundred eighty underwriter, (180i) days) (a) directly or indirectly lend, offer, pledge, sell, contract to sellsell (including, without limitation, any short sale), sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, of any shares securities of the Company held by it at any time during such Market Stand-Off Period except Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether included in such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market)registration, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockCompany’s securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other the Company’s securities, in cash or otherwise. The underwriters ; provided, however, that: (a) Such agreement will only apply to the first such registration statement of the Company that covers Common Stock (or other securities) to be sold on its behalf to the public in connection with an underwritten offering and will not apply to the sale of any shares to an underwriter pursuant to an underwriter’s agreement; (b) All officers and Directors, 1% or greater stockholders of the Company’s Initial Offering , and all other persons with registration rights (whether or not pursuant to this Agreement) enter into similar agreements and the restrictions on transfers are intended thirdnot waived in whole or in part with respect to any such parties unless such waivers are granted to all such parties and Holders on a pro rata basis; (c) Such Market Stand-party beneficiaries Off Period will not exceed 180 days following the effective date of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in registration statement of the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. ; and (d) In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Investor (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Market Stand-Off Period. (e) Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained obligations described in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT1.13 will 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, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESor a registration relating solely to a transaction under Rule 145 on Form S-4 or similar form that may be promulgated in the future.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180) days) following the effective date of the registration statement for such Initial Offering, if so required by the underwriters of such Initial Offering, (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Lender Holder or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 1.12 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and holders of at least one percent (1%) of the Company’s voting securities enter into similar agreements or arrangements. The underwriters in connection with the Company’s Initial Offering are intended third-third party beneficiaries of this Section 8.11 1.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender The Holder hereby agrees that it will not, without the prior written consent of the managing underwriterthat, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date time specified by the Company and an underwriter of Preferred Shares or other securities of the managing underwriter Company, following the effective date of (i) a registration statement of the Company filed under the Act, or (ii) a comparable offering document filed under the applicable laws and regulations of any foreign governmental authority, it shall not, to the extent requested by the Company and such period not underwriter, directly or indirectly sell, offer to exceed one hundred eighty (180) days) (a) lend, offer, pledge, sell, contract to sellsell (including, sell without limitation, any option or contract to purchase, purchase any option or contract to sellshort sale), grant any option, right or warrant option to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or (other than to donees who agree to be similarly bound) any securities convertible into of the Company held by it at any time during such period, except Preferred Shares (or exercisable Common Shares issued upon conversion thereof) included in such registration or exchangeable for Common Stock offering; provided, however, that: (whether such shares a) all officers and directors of the Company, and each person who holds one percent (1%) or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to more of the Company’s Initial Offering or thereafter on the open market)outstanding capital stock, or enter into similar agreements; (b) enter into any swap or other arrangement that such market stand-off time period shall not exceed 180 days; and (c) the foregoing agreement shall not prohibit privately negotiated transfers to another, in whole or in part, any of Preferred Shares among the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwiseHolder and its Affiliates. The Holder agrees to provide to the underwriters of any public offering such further agreements as such underwriters may reasonably request in connection with this market stand-off agreement, provided that the Company’s Initial Offering terms of such agreements are intended third-party beneficiaries substantially consistent with the provisions of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements19. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities securities of each Lender the Company held by the Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if the obligations described in this Section 19 shall not apply to (i) during a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the last seventeen future, (17ii) days a registration relating solely to a transaction under Rule 145 of the one hundred eighty Act, or (180)-day restricted period, iii) any offering which would the Company issues an earnings release or material news or a material event relating to the Company occurs; equivalent of clause (i) or (ii) prior to under the expiration applicable laws and regulations of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARESany foreign governmental authority.

Market Stand-Off Agreement. (a) Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within 15-18 days prior to or after the date that is one hundred eighty (a180) days after the effective date of the registration statement relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such offering, (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering IPO are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering IPO that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any “market standoff’ or “lock-up” agreement with Holders pursuant to this Section 2.11 shall provide that any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 filed in connection with the Company’s Initial Offering IPO (other than an IPO resulting from a demand registration made under Section 2.1(a)), and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) , (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), offering or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the IPO, and shall not apply to (a) transactions in open market or other transactions from and after the IPO or that involve or relate to shares of Common Stock purchased by a Holder in or after the IPO, (b) the sale of any shares to an underwriter pursuant to an underwriting agreement and shall be applicable to the Holders only if all officers and directors and all 1% or greater stockholders of the Company are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders subject to such agreements pro rata based on the number of shares Company stockholders that are subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) ), (ai) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right 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 (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market)offering, or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stocksuch securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with the Company’s Initial Offering such registration are intended third-party beneficiaries of this Section 8.11 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Lender Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering connection with such registration that are consistent with this Section 8.11 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Lenders Holders subject to such agreements pro rata agreements, based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Lender (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Lender hereby agrees Holder agrees, if so required by the managing underwriter(s), that it will not, without the prior written consent of the managing underwriter, not during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering Qualified IPO and ending on the date specified by the Company and the managing underwriter (“Lock-up Period”, such period not to exceed one hundred and eighty (180) days) days from the date of such final prospectus), (ai) lend, offer, pledge, hypothecate, hedge, sell, make any short sale of, loan, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock Equity Securities (whether other than those included in such shares or any such securities are then owned by the Lender or are thereafter acquiredoffering) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common StockEquity Securities, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock Equity Securities or such other securities, in cash or otherwise; provided, that (x) all directors, senior executive officers and all other holders of 5% or more of share capital of the Company must be bound by restrictions substantially identical to those applicable to any Holder pursuant to this Section 6.3, (y) all Holders will be released from any restrictions set forth in this Section 6.3 to the extent that any other members subject to substantially similar restrictions are released, and (z) the lockup agreements shall permit Holders to transfer their Registrable Securities to their respective Affiliates so long as each transferee enters into a lockup agreement identical to that entered into by the transferring Holder. The underwriters in connection with the Company’s Initial Offering Qualified IPO are intended third-third party beneficiaries of this Section 8.11 6.3 and shall have the right, power and authority to enforce the provisions hereof as though they were a party Party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may place restrictive legends on the certificates and impose stop-transfer instructions with respect to the Registrable Securities of each Lender shareholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Lender (and the shares or securities of every other person subject to the restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.