Common use of Market Stand-Off Agreement Clause in Contracts

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder and the Company hereby agrees thatagree that it will not, if and to without the extent requested by the lead underwriter of securities prior written consent of the Company managing underwriter, in connection with an underwritten offering pursuant to Section 2.2 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 relating to a specific proposed public offering (other than a registration statement on Form S-8 S-1 or a related or successor form relating solely to an employee benefit plan or a registration Form S-3, during the period commencing on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up the final prospectus relating to one hundred eighty (180) days following and ending on the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of specified by the Company which covers securities to be sold on its behalf to and the public in an underwritten offering, but managing underwriter (such period not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than exceed ninety (90) days (the “Holdback Period”)), effect any sale or distribution of equity securities of the Company, as applicable, or any securities convertible into or exchangeable or exercisable for such securities. If (x) the Company issues an earnings release or other material news or a material event relating to the Company and its subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of an underwritten offering required hereunder to comply with FINRA Rule 2711(f)(4) or any successor regulation, the Holdback Period shall be extended until 18 days after execution by the Holder if no underwritten public offering has occurred by earnings release or the date occurrence of the material news or event, as the case may be (such executionperiod the “Holdback Extension”). The Company may impose a stop-transfer restriction instructions with respect to Registrable Securities that are its securities that are subject to the forgoing restriction until the end of such period, including any such lockup or standoff period of Holdback Extension. The foregoing provisions of this Subsection 2.11 shall (i) not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, but (ii) shall remove be applicable to the Holders only if all officers and directors are subject to substantially the same restrictions and the Company uses commercially reasonable efforts to obtain 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) and (iii) shall be applicable to the Holders only if the Company has complied with its obligations under Section 2 and has included at least 75% of the Registered Securities requested by such restriction immediately upon Holders in such underwritten offering. The underwriters in connection with such underwritten offering are intended third-party beneficiaries of this Subsection 2.11 and shall have the expiration right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such underwritten offering that are consistent with this Subsection 2.11 or termination of such lockup or standoff agreementthat are necessary to give further effect thereto.

Market Stand-Off Agreement. Each Holder and the Company hereby agrees thatagree that it will not, if and to without the extent requested by the lead underwriter of securities prior written consent of the Company managing underwriter, in connection with an underwritten offering pursuant to Section 2.2 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 relating to a specific proposed public offering (other than a registration statement on Form S-8 S-1 or a related or successor form relating solely to an employee benefit plan or a registration Form S-3, during the period commencing on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up the final prospectus relating to one hundred eighty (180) days following and ending on the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of specified by the Company which covers securities to be sold on its behalf to and the public in an underwritten offering, but managing underwriter (such period not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than exceed ninety (90) days (the “Holdback Period”)), effect any sale or distribution of equity securities of the Company, as applicable, or any securities convertible into or exchangeable or exercisable for such securities. If (x) the Company issues an earnings release or other material news or a material event relating to the Company and its subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of an underwritten offering required hereunder to comply with FINRA Rule 2711(f)(4) or any successor regulation, the Holdback Period shall be extended until 18 days after execution by the Holder if no underwritten public offering has occurred by earnings release or the date occurrence of the material news or event, as the case may be (such executionperiod the “Holdback Extension”). The Company may impose a stop-transfer restriction instructions with respect to Registrable Securities that are its securities that are subject to the forgoing restriction until the end of such period, including any such lockup or standoff period of Holdback Extension. The foregoing provisions of this Subsection 2.11 shall (i) not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, but (ii) shall remove be applicable to the Holders only if all officers and directors are subject to substantially the same restrictions and the Company uses commercially reasonable efforts to obtain 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 (as defined in the Voluntary Conversion Agreement)) and (iii) shall be applicable to the Holders only if the Company has complied with its obligations under Section 2 and has included at least 75% of the Registered Securities requested by such restriction immediately upon Holders in such underwritten offering. The underwriters in connection with such underwritten offering are intended third-party beneficiaries of this Subsection 2.11 and shall have the expiration right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such underwritten offering that are consistent with this Subsection 2.11 or termination of such lockup or standoff agreementthat are necessary to give further effect thereto.

Market Stand-Off Agreement. Each Holder and the Company hereby agrees thatagree that it will not, if and to without the extent requested by the lead underwriter of securities prior written consent of the Company managing underwriter, in connection with an underwritten offering pursuant to Section 2.2 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 relating to a specific proposed public offering (other than a registration statement on Form S-8 S-1 or a related or successor form relating solely to an employee benefit plan or a registration Form S-3, during the period commencing on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up the final prospectus relating to one hundred eighty (180) days following and ending on the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of specified by the Company which covers securities to be sold on its behalf to and the public in an underwritten offering, but managing underwriter (such period not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than exceed ninety (90) days (the “Holdback Period”)), effect any sale or distribution of equity securities of the Company, as applicable, or any securities convertible into or exchangeable or excercisble for such securities. If (x) the Company issues an earnings release or other material news or a material event relating to the Company and its subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of an underwritten offering required hereunder to comply with FINRA Rule 2711(f)(4) or any successor regulation, the Holdback Period shall be extended until 18 days after execution by the Holder if no underwritten public offering has occurred by earnings release or the date occurrence of the material news or event, as the case may be (such executionperiod the “Holdback Extension”). The Company may impose a stop-transfer restriction instructions with respect to Registrable Securities that are its securities that are subject to the forgoing restriction until the end of such period, including any such lockup or standoff period of Holdback Extension. The foregoing provisions of this Subsection 2.11 shall (i) not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, but (ii) shall remove be applicable to the Holders only if all officers and directors are subject to substantially the same restrictions and the Company uses commercially reasonable efforts to obtain 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) and (iii) shall be applicable to the Holders only if the Company has complied with its obligations under Section 2 and has included at least 75% of the Registered Securities requested by such restriction immediately upon Holders in such underwritten offering. The underwriters in connection with such underwritten offering are intended third-party beneficiaries of this Subsection 2.11 and shall have the expiration right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such underwritten offering that are consistent with this Subsection 2.11 or termination of such lockup or standoff agreementthat are necessary to give further effect thereto.

Market Stand-Off Agreement. Each Holder hereby agrees thatagrees, if and to the extent requested so required by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145managing underwriter(s), such Holder will, subject to that it will not during the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of period commencing on the date of the final prospectus relating to the Company’s IPO and ending on the date specified by the Company and the managing underwriter (such registration for up period not to exceed one hundred eighty (180) days following from the effective date of such final prospectus, or such other period, not to exceed twenty (20) additional days, as may be requested by the related registration statement. The obligations of each Holder under this Section 3.12 are subject Company or an underwriter to the following conditions: accommodate regulatory restrictions on (i) the lockup publication or standoff agreement applies only 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), (i) 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 Equity Securities (other than those included in such offering) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the first registration statement economic consequences of ownership of the Equity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Equity Securities or such other securities, in cash or otherwise; provided, that (x) all directors, officers and all other holders of share capital of the Company which covers securities must be bound by restrictions substantially identical to those applicable to any Holder pursuant to this Section 6.3, (y) all Holders will be sold on its behalf released from any restrictions set forth in this Section 6.3 to the public in an underwritten offering, but not extent that any other members subject to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officerssubstantially similar restrictions are released, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iiiz) the lockup or standoff agreement provides that if any securities of agreements shall permit Holders to transfer their Registrable Securities to their respective Affiliates so long as the transferees enters into the same lockup agreement. In order to enforce the foregoing covenant, the Company are to be excluded or released in whole or part from such restrictions, may place restrictive legends on the underwriter shall so notify each Holder within three (3) days certificates and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release impose stop-transfer instructions with respect to any other holder the Registrable Securities of Company’s securities, including any director, officer, each shareholder (and the shares or holder of 1% or more of any class of securities of the Company every other person subject to such restrictions; and (ivthe foregoing restriction) until the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate end of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to in connection with the extent requested by the lead underwriter of securities Initial Public Offering of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 of securities in a Rule 145 transaction or a related or successor form relating solely with respect to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)plan) that, such Holder willupon request of the underwriters managing any underwritten offering of the Company’s securities, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell sell, make any short sale of, loan, grant any option for the purchase of, pledge, hypothecate or otherwise transfer directly or indirectly dispose of any Registrable Securities (other than those included in the registration) or other shares capital stock of the Company owned by such Holder as or securities exchangeable or convertible into capital stock of the date Company without the prior written consent of such registration underwriters for up such period of time (not to exceed one hundred eighty (180) days following from the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (ifinal prospectus used in such registration) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to as may be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to requested by such registration statement; (ii) such Holder is satisfied that all directors, officersmanaging underwriters, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes enter into a lock-up or standoff agreement substantively identical to in customary form with such underwriters consistent with the foregoing, provided that signed all officers and directors of the Company and holders of at least one percent (1%) of the Company’s capital stock are bound by the transferring Holderand have entered into similar agreements. The lock-up or standoff agreement shall expire no later than ninety certificates for the (90a) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Shares, (b) Registrable Securities that are that are subject to and (c) any other securities issued in respect of the securities referenced in clauses (a) and upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall contain, for so long as such lockup or standoff agreementmarket stand-off provision remains in place, but shall remove such restriction immediately upon certain legends, including a legend in substantially the expiration or termination of such lockup or standoff agreementfollowing form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER THAT PROHIBITS SALE OR TRANSFER OF 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 THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER.”

Market Stand-Off Agreement. Each Holder hereby agrees that, if in connection with any public offering of the Company’s Common Stock or other equity securities, and to upon the extent requested by request of any managing underwriter in such offering, such Holder shall not, without the lead underwriter prior written consent of such managing underwriter, sell or otherwise 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 equity securities of the Company in connection with a registration relating to a specific proposed public offering held by such Holder (other than a those included in the registration statement) during the period commencing on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of the final prospectus for the public offering filed under the Securities Act and ending on the date specified by the managing underwriter (such registration for up period not to exceed one hundred eighty (180) days following the effective date of the related registration statementstatement plus such additional period up to thirty-five (35) days as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (A) the publication or other distribution of research reports and (B) 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). The foregoing provisions of this Subsection 2.13 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 executive officers, directors and key employees of the Company and holders of at least five percent (5%) of the Company’s voting securities (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or preferred stock, as if exercised or converted) are bound by and have entered into similar agreements. The obligations of each Holder under described in this Section 3.12 are subject Subsection 2.13 shall not apply to the following conditions: (i) the lockup or standoff agreement applies only to the first a registration statement of relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officerfuture, or holder of 1% a registration relating solely to a transaction on Form S-4 or more of any class of securities of similar forms that may be promulgated in the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such executionfuture. The Company may impose a stop-transfer restriction instructions and may stamp each such certificate with the second legend set forth in Section 2.11 hereof with respect to Registrable Securities that are that are the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters as reasonably requested in customary form to the extent consistent with or necessary to give further effect to the provisions of this Subsection 2.13. Any early release from, or discretionary waiver or termination of, the lock-up period contained herein and in any such lockup agreement with the underwriters, as applicable, by the Company or standoff agreement, but the managing underwriters shall remove such restriction immediately upon be apportioned pro rata among all securityholders bound by the expiration or termination of such lockup or standoff agreementlock-up period.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company that in connection with a registration relating to a specific proposed public offering the IPO of the Company’s securities (other than a registration on Form S-8 of securities in a Rule 145 transaction or a related or successor form relating solely with respect to an employee benefit plan plan) that, upon request of the Company or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)the underwriters managing any underwritten offering of the Company’s securities, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell 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 transfer directly or indirectly dispose of any Registrable Securities or other shares of the Company owned by such Holder as Company’s capital stock acquired through the exercise or conversion of this Warrant (other than those included in the registration) or other capital stock of the date Company or securities exchangeable or convertible into capital stock of the Company without the prior written consent of the Company or such registration underwriters, as the case may be, for up such period of time (not to exceed one hundred eighty (180) days following from the effective date of the related registration statement. The obligations final prospectus used in such registration) as may be requested by the Company or such managing underwriters, and to enter into a lock-up agreement in customary form with such underwriters providing for restrictions approved by the Board of each Holder under this Section 3.12 are subject to Directors of the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement Company, provided that all officers and directors of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of at least one percent (1% %) of the Company’s outstanding voting securities are bound by and have entered into similar agreements. The underwriters in connection with the IPO are intended third party beneficiaries of this Section and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s IPO that are consistent with this Section 4.8 or more of that are necessary to give further effect thereto. The certificates for any class of such securities of the Company are bound held by Holder shall contain, for so long as such market stand-off provision remains in place, a legend in substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER THAT PROHIBITS SALE OR TRANSFER OF 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 THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER.” In order to enforce the foregoing covenant, the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release may impose stop transfer instructions with respect to any other holder of Company’s securities, including any director, officer, the securities held by Holder (and the shares or holder of 1% or more of any class of securities of the Company every other person subject to such restrictions; and (ivthe foregoing restriction) until the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate end of such Holder period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, provided that such Affiliate executes the Company issues an earnings release or material news or a lock-up material event relating to the Company occurs; or standoff agreement substantively identical (ii) prior to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon 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 4.8 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or termination the occurrence of such lockup the material news or standoff agreementmaterial event.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering that during (other than a registration i) such period beginning on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to hereof and ending no more than one hundred and eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement Registration Statement of the Company which covers securities Corporation filed in connection with the IPO or such shorter period as the CBP Holders may agree to be sold on its behalf to with the public in an underwriter or underwriters of such underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; offering (the “IPO Lock-Up Period”) and (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any underwritten offerings only (other holder of Company’s securitiesthan the IPO), including any director, officer, or holder of 1% or such period beginning seven (7) days immediately preceding and ending no more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by following the Holder if no underwritten public offering has occurred by effective date of a registration statement of the Corporation (or, in the case of an Underwritten Shelf Take-Down, following the date of the filing or effectiveness of a preliminary prospectus or prospectus supplement relating to such execution. The Company underwritten offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such underwritten offering)) or such shorter period as the applicable Initiating Holder may impose a stop-agree to with the underwriter or underwriters of such underwritten offering (provided, that, in each case, such period shall not exceed forty five (45) days following such effective date, date of filing, effectiveness or first contemporaneous press release without the prior written consent of the CBP Holders), such Holder or its Affiliates shall not sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of, or otherwise transfer restriction with respect or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities held by it at any time during such period except Registrable Securities included in such registration. Each Holder agrees that are it shall deliver to the underwriter or underwriters or any offering to which clause (i) or (ii) is applicable a customary agreement (with customary terms, conditions and exceptions) that are subject is substantially similar to any such lockup the agreement delivered to the underwriter or standoff agreement, but shall remove such restriction immediately upon underwriters as the expiration or termination agreements delivered by each of such lockup or standoff agreementthe CBP Holders reflecting its agreement set forth in this Section 13.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed the initial public offering of the Company’s securities (other than a registration on Form S-8 of securities in a Rule 145 transaction or a related or successor form relating solely with respect to an employee benefit plan plan) that, upon request of the Company or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)the underwriters managing any underwritten offering of the Company’s securities, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell 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 transfer directly or indirectly dispose of any Registrable Securities (other than those included in the registration) or other shares capital stock of the Company owned by such Holder as or securities exchangeable or convertible into capital stock of the date Company without the prior written consent of the Company or such registration underwriters, as the case may be, for up such period of time (not to exceed one hundred eighty (180) days following from the date of the final prospectus used in such registration) as may be requested by the Company or such 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%) of the Company’s voting securities are bound by and have entered into similar agreements, except as otherwise set forth herein. Notwithstanding the foregoing, 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 Registrable Securities held immediately before the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to initial public offering. In the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more event of any class early release of securities portions of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holderagreements, all Holders will be released on a pro rata basis from such agreements. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration Any discretionary waiver or termination of the restrictions of any or all of such lockup agreements by the Company or standoff agreementthe underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. The certificates for the (a) Shares, (b) Conversion Shares, (c) any New Securities and (d) any other securities issued in respect of the securities referenced in clauses (a), (b) and (c) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall contain, for so long as such market stand-off provision remains in place, a legend in substantially the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER THAT PROHIBITS SALE OR TRANSFER OF 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 THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER.”

Market Stand-Off Agreement. Each Holder hereby agrees with the Corporation that, if and with respect to underwritten offerings initiated by a Holder or the extent requested by Corporation, during such period following the lead underwriter effective date of securities a registration statement of the Company Corporation (or, in connection with the case of an Underwritten Shelf Takedown, the date of the filing of a registration preliminary prospectus or prospectus supplement relating to a specific proposed public such underwritten offering (other than or if there is no such filing, the first contemporaneous press release announcing commencement of such underwritten offering)) as (a) the Holders that own a registration on Form S-8 majority of the Registrable Shares participating in such underwritten offering or (b) if any such offering is for Primary Shares only, the Corporation, as applicable, may agree to with the underwriter or underwriters of such underwritten offering (a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145“Market Stand-Off Period”), except as may be required by applicable law, such Holder willor its controlled Affiliates shall not sell, subject pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to the following conditionspurchase of, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to such Holder’s Affiliates or direct or indirect equity holders who agree to be similarly bound or in connection with any exercise or exchange of Registrable Shares in accordance with their terms so long as securities received in connection with such exercise or exchange are similarly bound) any Registrable Securities Shares held by it at any time during such period except Registrable Shares included in such registration; provided, that in each case, such period shall not exceed sixty (60) days following such effective date, date of filing, effectiveness or other shares first contemporaneous press release for any Holder without the prior written consent of such Holder. In connection with any underwritten offering contemplated by this Agreement, the Corporation shall use reasonable best efforts to cause each director and executive officer of the Company owned Corporation to execute a customary lock-up for the Market Stand-Off Period. Each Holder agrees with the Corporation that it shall deliver to the underwriter or underwriters for any such 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 Holders that own a majority of the Registrable Shares participating in such Holder as registration reflecting their agreement set forth in this Section 5; provided, that such agreement shall not be more restrictive than any similar agreement entered into by the Corporation’s directors and executive officers participating in such underwritten offering and, for the avoidance of doubt, shall not relate to a period exceeding sixty (60) days exceeding the date of such registration for up agreement; provided, further, that such agreement shall not be required unless all Holders are required to one hundred eighty (180) days following enter into similar agreements; provided, still further, that such agreement shall provide that any early release of any Holder from the effective date provisions of the related registration statementterms of such agreement shall be on a pro rata basis among all Holders. The obligations Corporation shall notify the Holders if it is aware of each Holder under this Section 3.12 are subject any lock-up agreements relating to the following conditions: (i) Corporation with more favorable terms than any Holder Lock-up Agreement and in the lockup event that the Corporation becomes aware that an underwriter has released any director or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a from their lock-up or standoff agreement substantively identical agreements pursuant to that signed by this Section 5, the transferring Holder. The lock-up or standoff agreement Corporation shall expire no later than ninety (90) days after execution by use its best efforts to cause the Holder if no underwritten public offering has occurred by underwriters to release the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementHolders pro rata.

Market Stand-Off Agreement. Each Holder hereby agrees thatthat it shall not, if and to the extent requested by the lead Company or an underwriter of securities of the Company in connection with a registration relating Company, directly or indirectly sell, offer to a specific proposed public offering sell (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145including without limitation any short sale), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell grant any option or otherwise transfer or dispose of any Registrable Securities Shares or other shares of the Company Class A Shares or any securities convertible into or exchangeable or exercisable for Class A Shares then owned by such Holder as (other than to donees or partners of the Holder who agree to be similarly bound) (a) in the case of the Company and each of its officers, directors, managers and employees, in each case to the extent such person or entity holds Registrable Shares or Class A Shares or securities convertible into or exchangeable or exercisable for Registrable Shares or Class A Shares, for a period beginning on the effective date of, and continuing for one hundred eighty (180) days following the effective date of, the IPO Registration Statement to the Company; (b) in the case of such registration all other Holders who include Registrable Shares in the IPO Registration Statement, beginning on the effective date of, and continuing for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations IPO Registration Statement of each Holder under this Section 3.12 are subject to the Company; and (c) in the case of all other Holders, except FBR, who do not include Registrable Shares in the IPO Registration Statement, for a period of sixty (60) days following conditions: (i) the lockup or standoff agreement applies only to the first registration statement effective date of an IPO Registration Statement of the Company which covers securities to be sold on its behalf to filed under the public in an underwritten offeringSecurities Act; provided, but not to Registrable Securities actually sold pursuant to such registration statement; further, however, if (ii1) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities during the last seventeen (17) days of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the applicable restricted period, provided that such Affiliate executes the Company issues an earnings release or material news or a lock-up material event relating to the Company occurs or standoff agreement substantively identical (2) prior to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration of the applicable restricted period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the applicable restricted period, then, in each case, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18) day period beginning on the issuance of the earnings release or termination the occurrence of the material news or event, unless the managing underwriter in the Underwritten Offering waives, in writing, such lockup extension or standoff agreement.the Company is then an Emerging Growth Company (as defined under the Securities Act) and provided, further, however, that:

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff stand-off agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration seven (7) days prior to, and for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup lock-up or standoff stand-off agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of one percent (1% %) or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup lock-up or standoff stand-off agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of Company’s securities, including any director, officer, or holder of one percent (1% %) or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup lock-up or standoff stand-off agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff stand-off agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup lock-up or standoff agreement, stand-off agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder Member hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder Member will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder Member agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder Member as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder Member under this Section 3.12 3.14 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder Member is reasonably satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days Member and each Holder Member shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder Member to any Affiliate of such Holder Member during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such executionMember. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder hereby agrees thatShareholder agrees, if and to the extent requested so required by the lead underwriter of securities of managing underwriter(s) in an underwritten offering, that it will not during the Company in connection with a registration relating to a specific proposed public offering (other than a registration period commencing on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of the final prospectus relating to the Company’s IPO and ending on the date specified by the Company and the managing underwriter (such registration for up period not to exceed one hundred eighty (180) days following from the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: such final prospectus) (i) the lockup lend, offer, pledge, hypothecate, hedge, sell, make any short sale of, loan, contract to sell, sell any option or standoff agreement applies only contract to the first registration statement of the Company which covers securities purchase, purchase any option or contract to be sold on its behalf sell, grant any option, right or warrant to the public in an underwritten offeringpurchase, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directorsor otherwise transfer or dispose of, officersdirectly or indirectly, and holders of 1% or more of any class of equity securities of the Company are bound (other than those included in such offering) or (ii) 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 equity securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any delivery of equity securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or releasedother securities, in proportionate amounts cash or otherwise; provided, that (x) all directors, officers and all other holders of at least 1% of the outstanding share capital of the Company must be bound by restrictions at least as restrictive as those applicable to any such holder pursuant to this Section 6.3 of this Exhibit, (y) this Section 6.3 of this Exhibit shall not apply to the extent that any other members subject to substantially similar restrictions are released, and (z) the lockup agreements shall permit such holders to transfer their Registrable Securities to their respective Affiliates so long as the transferees enters into the same lockup agreement. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the exclusion 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 6.3 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 underwriters in connection with the Company’s IPO are intended third party beneficiaries of this Section 6.3 of this Exhibit and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company may place restrictive legends on the certificates and impose stop-transfer instructions with respect to any other holder the Registrable Securities of Company’s securities, including any director, officer, each shareholder (and the shares or holder of 1% or more of any class of securities of the Company every other person subject to such restrictions; and (ivthe foregoing restriction) until the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate end of such Holder during period. In no circumstances will the restricted period, provided that FF Investor be required to execute any agreements pursuant to this Section 6.3 of this Exhibit unless such Affiliate executes agreement contains a lock-up or standoff agreement substantively identical to that signed by limitation of liability provision substantially in the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date form of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination Section 7.13 of such lockup or standoff agreementthis Agreement.

Market Stand-Off Agreement. (a) Each Holder hereby agrees that, if and with respect to Underwritten Offerings initiated by a Holder only, during such period (which period shall in no event exceed ninety (90) days) following the extent requested by effective date of a Registration Statement of PubCo (or, in the lead underwriter case of securities an Underwritten Shelf Take-Down, the date of the Company in connection with filing of a registration preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Holders that own a specific proposed public offering majority of the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of such Underwritten Offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145“Market Stand-Off Period”), such Holder willor its Affiliates shall not sell, subject pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to the following conditionspurchase of, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other held by it at any time during such period except Registrable Securities included in such Registration and shares of the Company owned Common Stock subject to a Charitable Distribution in connection with such Underwritten Offering. In connection with any Underwritten Offering contemplated by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject 3.10, PubCo shall use reasonable best efforts to the following conditions: (i) the lockup or standoff agreement applies only cause each director and executive officer of PubCo to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes execute a customary lock-up for the Market Stand-Off Period. Each Holder agrees that it shall deliver to the Underwriter or standoff Underwriters for any such Underwritten Offering a customary agreement substantively identical (with customary terms, conditions and exceptions) that is substantially similar to that signed the agreement delivered to the Underwriter or Underwriters by the transferring Holder. The lock-up or standoff Holders that own a majority of the Registrable Securities participating in such Registration reflecting their agreement set forth in this Section 3.10; provided, that such agreement shall expire no later not be materially more restrictive than ninety (90) days after execution any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that 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 Holder if no underwritten public offering has occurred by provisions of the date terms of such execution. The Company may impose agreement shall be on a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementpro rata basis among all Holders.

Market Stand-Off Agreement. Each (a) If requested by the Company or an underwriter in connection with the Initial Public Offering, each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), that such Holder willshall not sell, subject to transfer, make any short sale of, grant any option for the following conditionspurchase of, enter into any hedging or similar transaction with the same economic effect as a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell sale or otherwise transfer or dispose of any Registrable Securities Common Stock (or any other shares securities of the Company) held by such Holder (other than those included in the registration) for a period (the “Lock Up Period”) specified by the representative of the underwriters of the Common Stock (or any other securities) of the Company owned by such Holder as of the date of such registration for up not to exceed one hundred eighty (180) calendar days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first a registration statement of the Company filed under the Securities Act in connection with such offering (the “Effective Date”), which covers securities to period may be sold on its behalf 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 in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statementrelease within fifteen (15) days of the expiration of the 180-day lockup period; (ii) such Holder is satisfied provided that all directors, officers, current and holders of 1% or more of any class of securities future officers and directors of the Company and all current and future holders of at least one percent (1%) of the Company’s voting securities are bound by substantially identical restrictions; (iii) and have entered into similar agreements. In the lockup or standoff agreement provides that if any event of an early release of securities restricted pursuant to this Section 2.12, such securities will be released from such restriction on a pro rata basis among all Holders of the Company are to be excluded or released Registrable Securities; provided, however, that in whole or part from such restrictions, the underwriter no event shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent any holders of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities be released from the restrictions pursuant to this Section 2.12 until all Holders of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementreleased.

Market Stand-Off Agreement. Each Holder hereby agrees thatExcept as provided herein, if and such Stockholder will not, without the prior written consent of Parent, directly or indirectly offer, sell or contract or grant any option to sell, or otherwise dispose of (including short sales, sales against the box and/or other hedging or derivative transactions), pledge or transfer 100% of the shares of Parent Stock acquired by such Stockholder (including any Parent Voting Common Stock into which any Parent Non-Voting Common Stock is converted) pursuant to the extent requested by the lead underwriter of securities terms of the Company Merger Agreement in connection with exchange for the Shares (the “Restricted Merger Consideration Shares”) for a registration relating to a specific proposed public offering (other than a registration period commencing on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: Closing Date and continuing through (i) the lockup or standoff agreement applies only to the first registration statement 30th day thereafter, after which an aggregate of 25% of the Company which covers securities to Restricted Merger Consideration Shares shall be sold on its behalf to released from the public in an underwritten offeringforegoing restrictions, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directorsthe 60th day thereafter, officers, and holders after which an aggregate of 150% or more of any class of securities of the Company are bound by substantially identical Restricted Merger Consideration Shares shall be released from the foregoing restrictions; , (iii) the lockup or standoff agreement provides that if any securities 90th day thereafter, after which an aggregate of 75% of the Company are to Restricted Merger Consideration Shares shall be excluded or released in whole or part from such the foregoing restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits 120th day thereafter, after which an aggregate of 100% of the Restricted Merger Consideration Shares shall be released from the foregoing restrictions. The foregoing sentence shall not apply to (A) transfers of Registrable Securities Restricted Merger Consideration Shares to immediate family members or trusts, partnerships, limited liability companies or other entities for the benefit of such family members, (B) transfers of Restricted Merger Consideration Shares to a wholly-owned subsidiary, parent, general partner, limited partner, retired partner, member or retired member of the undersigned, or (C) transfers of Restricted Merger Consideration Shares by such Stockholder in non-public transactions; provided, however, that in each case, (1) such transferee takes such Restricted Merger Consideration Shares subject to all of the provisions of this Stockholders Agreement, and (2) no filing by any Holder to any Affiliate party (transferor or transferee) under the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in connection with such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date transfer of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementRestricted Merger Consideration Shares.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees shall not to sell or otherwise transfer or dispose of, 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 Registrable Securities Common Stock (or other shares equity securities or securities convertible into or exercisable or exchangeable for equity securities of the Company owned Company) held by such Holder as Person (other than those included in the registration) or publicly disclose the intention to enter into any of the date foregoing (each, a “Sale Transaction”), in each case unless otherwise agreed by the managing underwriters (it being understood that the Holders shall be released from any such restrictions if and to the same extent any Key Stockholder or other holder of such registration for up to one hundred eighty (any of the Company’s securities is released from comparable restrictions, including as set forth in Section 5.7), during the 180) days -day period following the effective date of the related registration statementPublic Offering (or such shorter period as may be requested by a representative of the underwriter(s)), provided that if (X) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last seventeen (17) days of the foregoing holdback period or (Y) prior to the expiration of the foregoing holdback period the Company announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4) (or any successor thereto) such holdback period will be extended until eighteen (18) days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”); provided further that the foregoing shall not be binding on any Holder unless all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities (other than such Holder) are bound by and have entered into similar agreements. The obligations of each Holder under described in this Section 3.12 are 2.9 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate or other document or instrument evidencing shares of Common Stock with the second legend set forth in Section 7.1(a) with respect to the shares of Common Stock (or other securities) subject to the following conditions: (i) foregoing restriction until the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate end of such 180-day (or other) period. Each Holder during the restricted period, provided that such Affiliate executes agrees to execute a lock-up or market standoff agreement substantively identical with the representative(s) of such underwriters in a form satisfactory to that signed by the transferring HolderCompany and consistent with the provisions of this Section 2.9. The lock-up Company (i) shall not file any registration statement or standoff agreement Canadian Prospectus for any public sale or distribution of its securities, or cause any such registration statement or Canadian Prospectus to become effective, or effect any Sale Transaction, during any of the holdback periods described above (including any Holdback Extensions), except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form, and (ii) shall expire no later cause each of its executive officers and directors (other than Investor Directors) and holders (other than the Holders of Registrable Securities) of at least 1% of its common stock, or any securities convertible into or exchangeable or exercisable for or having residual economic rights comparable to its common stock (other than holders that purchased shares solely in a registered public offering or in the public markets), to agree not to effect any Sale Transaction during such periods (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree in writing. Furthermore, if the Company has previously filed a registration statement or Canadian Prospectus in which Registrable Securities are included, and if such previous registration has not been withdrawn or abandoned, then the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form) or Canadian Prospectus, whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least ninety (90) days after execution by has elapsed from the Holder if no underwritten public offering has occurred by the effective date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementprevious registration.

Market Stand-Off Agreement. Each Holder has previously entered into a “market stand-off agreement” with Xxxxxx, either in the Investors’ Rights Agreement or in a stock purchase agreement. Xxxxxx and the Holders hereby agree that all such existing market stand-off agreements shall terminate and become ineffective if and when the Merger is closed. The parties hereto agree to the following market stand-off provisions, which provisions shall become effective if and when the Merger is closed. Each Holder hereby agrees thatthat it shall not, if and to the extent requested by the lead HAUSA or an underwriter of securities of HAUSA, sell, make any short sale of, loan, grant any option for the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)purchase of, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities Common Stock or other shares of the Company stock of HAUSA then owned by such Holder as (other than to transferees or partners of the Holder who agree to be similarly bound) for such period of time beginning on the date such Holder is notified in writing by HAUSA or the representative of the underwriters of HAUSA’s Common Stock that HAUSA proposes to file a registration statement under the Securities Act and ending on the date specified by HAUSA or the representatives of such registration for up underwriters, such period not to one hundred eighty exceed ninety (18090) days following the effective date of the related registration statementstatement of HAUSA filed under the Securities Act; provided, however, that (i) all executive officers and directors of HAUSA then holding Common Stock and (ii) each stockholder of HAUSA holding in the aggregate at least one percent (1%) of the total equity of HAUSA, enter into similar agreements. The obligations In order to enforce the foregoing covenant, HAUSA 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 Common Stock and such other shares of stock of each Holder under this Section 3.12 are (and the shares or securities of every other person subject to the following conditions: (iforegoing restriction) until the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate end of such period. Each Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff further agrees to enter into any agreement substantively identical to that signed reasonably required by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by underwriters to implement the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to foregoing within any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementreasonable timeframe so requested.

Market Stand-Off Agreement. Each If requested by the managing underwriter of Company securities, each Holder hereby agrees thatthat it will not, if and to without the extent requested by the lead underwriter of securities prior written consent of the Company in connection with a registration relating to a specific proposed public offering (other than a registration managing underwriter, during the period commencing on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of 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, and ending on the date specified by the Company and the managing underwriter (such registration for up period not to exceed one hundred eighty (180) days following in the case of the IPO or ninety (90) days in the case of any registration other than the IPO, 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 (15) days of the expiration of the 180-day or 90-day, as applicable, lockup period; provided, that if the stand off period is so extended, then the Company agrees to use all commercially reasonable efforts to negotiate with the parties that the Company is considering as managing underwriters, prior to the Company’s determination of such managing underwriters, to establish and agree upon the shortest possible lock-up period, taking into account the then current market conditions for public offerings in the Company’s industry so that the lock-up period is as close to 180 days or 90 days, as applicable, as reasonably practical) (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 (directly or indirectly) for Common Stock held immediately before the effective date of the related registration statementstatement 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 such securities held immediately before the effective date of the registration statement for such offering, 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 obligations foregoing provisions of each Holder under this Section 3.12 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or securities acquired in or following the IPO, and shall be applicable to the Holders only if all officers and directors are subject to the following conditions: same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (i1%) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities Company’s outstanding Common Stock (after giving effect to be sold on its behalf to the public conversion into Common Stock of all outstanding Preferred Stock). The underwriters in an underwritten offering, but not to Registrable Securities actually sold pursuant to connection with such registration statement; (ii) such Holder is satisfied that all directorsare intended third party beneficiaries of this Section 2.11 and shall have the right, officerspower, and holders of 1% authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements (in customary form) as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2.11 or more of any class of securities that are necessary to give further effect thereto. Any discretionary waiver or termination of the Company are bound restrictions set forth in this Section 2.11 by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are shall apply pro rata to be excluded or released in whole or part from such restrictionsall Holders, based on the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent number of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers shares of Registrable Securities held by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring each Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Provided that all Holders are treated equally and that holders of at least 1% of the outstanding securities of the Company and all officers and directors of the Company are also so bound, no Holder hereby agrees thatshall, if and to the extent requested by the lead any managing underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)Company, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other shares of Shares during a period (the Company owned by such Holder as of the date of such registration for up “Stand-Off Period”) equal to one hundred eighty (180) 180 days following the effective date of a registration statement of the related registration statement. The obligations of each Holder Company’s initial Public Offering filed under this Section 3.12 are subject the Securities Act (or such shorter period as the Company or managing underwriter may authorize, so long as the applicable Stand-Off Period for all Holders is the same) (or such longer period as may be requested by the Company or an underwriter to the following conditions: accommodate regulatory restrictions on (i) the lockup publication or standoff agreement applies only to the first registration statement other distribution of the Company which covers securities to be sold on its behalf to the public in an underwritten offeringresearch reports and (ii) analyst recommendations and opinions, including, but not to Registrable Securities actually limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), and except for securities sold pursuant to as part of the offering covered by such registration statementstatement in accordance with the provisions of this Agreement; (ii) such Holder is satisfied that all directorsprovided, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictionsofficer, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of the outstanding securities of the Company subject to (the “Specified Shareholders”) is released by such restrictions; and underwriter from its lockup obligations as referenced hereunder, then all Holders shall be so released on a pro rata basis (iv) with the lockup or standoff agreement by its terms permits transfers percentage of each Holder’s Registrable Securities by any Holder so released being equal to any Affiliate the percentage of such Holder during shares so released for the restricted periodSpecified Shareholder having the highest percentage of released shares among all of the Specified Shareholders). In order to enforce the foregoing covenant, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-stock transfer restriction restrictions with respect to the Registrable Securities that are that are subject Shares of each Holder until the end of the Stand-Off Period. Notwithstanding the foregoing, the obligations described in this Section 2.12 shall not apply to any such lockup a registration relating solely to employee benefit plans on Form S-1 or standoff agreementForm S-8 or similar forms which may be promulgated in the future, but shall remove such restriction immediately upon or a registration relating solely to an acquisition of another person’s business, Form S-4 or similar forms which may be promulgated in the expiration or termination of such lockup or standoff agreementfuture.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and during a period of 180 days following the effective date of a registration statement of the Company filed under the Act relating to the IPO of the Company, plus up to an additional 34 days to the extent requested by the lead underwriter of securities managing underwriter(s) for such offering in order to address Rule 2711(f) of the Company in connection with a registration relating to a specific proposed public offering Financial Industry Regulatory Authority, Inc. or any similar successor provision (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145such period, the “Lock-Up Period”), such Holder willshall not, subject to the following conditionsextent requested by the Company and such managing underwriter(s), enter into a lock-up directly or standoff agreement in customary form (subject indirectly sell, offer to the following conditions) under which such Holder agrees not sell, contract to sell (including any short sale), grant any option to purchase, or otherwise transfer or dispose of any Registrable Securities or (other shares of the Company owned by such Holder as of the date of such registration for up than to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities donees who agree to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (iisimilarly bound) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released held by it at any time during such period except Common Stock included in whole or part from such restrictionsregistration; provided, the underwriter shall so notify each Holder within three (3) days however, that all officers and each Holder shall be excluded or released, in proportionate amounts to the extent directors of the exclusion or release with respect to any other holder Company, Founder Holders and stockholders holding in excess of Company’s securities, including any director, officer, or holder one percent (1%) of 1% or more of any class of securities the outstanding Common Stock of the Company (treating all Preferred Stock on an as-converted to Common Stock basis) enter into similar agreements. Any discretionary waiver or termination by the Company or the underwriters of the restrictions described in this Section 8.12 as applied to any Holder, officer or director or stockholder holding in excess of one percent (1%) of the outstanding Common Stock of the Company (treating all Preferred Stock on an as-converted to Common Stock basis) of the Company (the “Subject Parties”) shall apply pro rata to all Holders subject to such restrictions; and (iv) , based on the lockup or standoff agreement number of shares held by its terms permits transfers of Registrable Securities by any each Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup restrictions, except that, notwithstanding the foregoing, the Company and the underwriters may, in their sole discretion, waive or standoff agreementterminate these restrictions with respect to (i) the exercise or conversion of stock options, but shall remove such restriction immediately upon warrants and other convertible securities that would otherwise expire during the expiration Lock-Up Period and (ii) up to an aggregate of 100,000 shares of Common Stock held by the Subject Parties. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of a Holder (and the shares or termination securities of every other person subject to the foregoing restriction) until the end of such lockup period. Notwithstanding the foregoing, the obligations described in this Section 8.12 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or standoff agreementForm S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future.

Market Stand-Off Agreement. Each Holder Subject to Section 11.3(a), MSK hereby agrees that MSK shall not sell, dispose of, 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, any Shares (or other securities in Licensee) held by MSK (other than those included in the registration) during the period commencing on the date of the final prospectus relating to Licensee’s first underwritten public offering pursuant to an effective registration statement filed by Licensee with the Securities and Exchange Commission under the Securities Act and ending on the date specified by Licensee and the managing underwriter (such period not to exceed one hundred eighty (l80) days), or such other period as may be reasonably requested by Licensee 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; provided, that, if all officers and directors of Licensee are bound by and have entered into similar agreements and Licensee uses commercially reasonable efforts to obtain a similar agreement from all shareholders individually owning at least one-half of one percent (0.5%) of the extent Shares (including without limitation holders with securities convertible or exercisable into Shares). MSK agrees to execute and deliver such other agreements as may be reasonably requested by Licensee or the lead underwriter of securities managing underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In addition, if reasonably requested by Licensee or the representative of the Company underwriters of the registered Shares (or other securities) of Licensee, MSK shall provide, within ten (10) days of such request, such information as may be reasonably required by Licensee or such representative in connection with the completion of any public offering of Licensee’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 11.4 shall not apply to a registration relating solely to a specific proposed public offering (other than a registration employee benefit plans on Forms F-1 or S-1, or Form F-8 or S-8 or a related or successor form relating solely to an employee benefit plan similar forms that may be promulgated in the future, or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)on Form F-4 or S-4 or similar forms that may be promulgated in the future. In order to enforce the foregoing covenant, such Holder will, subject to the following conditions, enter into a lockLicensee may impose stop-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release instructions with respect to such Shares (or other securities) until the end of such period. MSK agrees that any other holder of Company’s securities, including any director, officer, or holder of 1% or more transferee of any class of its Shares or other securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement Licensee held by its terms permits transfers of Registrable Securities MSK shall be bound by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holderthis Section 11.4. The lock-up or standoff agreement underwriters of Licensee’s securities are intended third party beneficiaries of this Section 11.4 and shall expire no later than ninety (90) days after execution by have the Holder if no underwritten public offering has occurred by right, power and authority to enforce the date of such execution. The Company may impose provisions hereof as though they were a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementparty hereto.

Market Stand-Off Agreement. Each Holder hereby agrees thatshall not, if and to without the extent requested by prior written consent of the lead underwriter managing underwriter, sell or otherwise 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 securities any Common Stock (or other securities) of the Company in connection with a registration relating to a specific proposed public offering held by such Holder (other than those included in the registration) during the period from the filing of a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares statement of the Company owned by such Holder as filed under the Securities Act that includes securities to be sold on behalf of the date Company to the public in the Initial Public Offering through the end of such registration for up to the one hundred eighty (180) days 180)-day period following the effective date of such registration statement (or such other period as may be requested by the related registration statement. The obligations of each Holder under this Section 3.12 are subject Company or an underwriter to the following conditions: accommodate regulatory restrictions on (i) the lockup publication or standoff agreement applies only to other distribution of research reports and (ii) analyst recommendations and opinions) (the first registration statement “Lock-up Period”), provided that: (A) all officers and directors of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of at least one percent (1% or more of any class of securities %) of the Company Company’s voting securities are bound by substantially identical restrictions; and have entered into similar agreements and (iiiB) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released restrictions contained in whole or part from such restrictions, the underwriter this Section 2.10 shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts not apply to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more sale of any class of securities of the Company subject shares to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder an underwriter pursuant to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such executionan underwriting agreement. The Company may impose a stop-transfer restriction instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b) with respect to Registrable Securities that are that are the shares of Common Stock (or other securities) subject to any the foregoing restriction until the end of such lockup one hundred eighty (180)-day (or other) period. Each Holder agrees to execute a market standoff agreement, but shall remove such restriction immediately upon agreement with said underwriters in customary form consistent with the expiration provisions of this Section 2.10. Any discretionary waiver or termination of the restrictions of any or all of such lockup agreements by the Company or standoff agreementthe underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements. The restrictions of this Section 2.10 shall not apply with respect to any Pivotal Permitted Transfer unless there is a change in the registered holder of the Registrable Securities pursuant to such Pivotal Permitted Transfer. Notwithstanding the foregoing, neither the FF Investor nor the FF Beneficial Investor shall be required to execute any agreements pursuant to this Section 2.10, unless such agreement contains a limitation of liability provision substantially in the form of Section 5.17. Notwithstanding the foregoing, (i) the Company must act reasonably, and use commercially reasonable efforts to procure that the managing underwriter acts reasonably in considering any request by the FF Investor or the FF Beneficial Investor to transfer or assign any Common Stock, or any securities convertible or exercisable or exchangeable (directly or indirectly) for Common Stock, or any beneficial interest in respect of such Common Stock or securities to any FF Permitted Transferee and (ii) if the managing underwriter consents to such request then such transfer or assignment shall not require the consent of any other party hereto pursuant to this Agreement.

Market Stand-Off Agreement. Each Holder hereby agrees thatthat it shall not, if and to the extent requested by the lead Company or an underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)Company, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of stock of the Company then owned by such Holder as (other than to donees or partners of the date of such registration Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first a registration statement of the Company which covers securities to be sold on its behalf to filed under the public in an underwritten offering1933 Act. For purposes of this Section 6.8, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of the term “Company” shall include any class of securities wholly-owned subsidiary of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of into which the Company are merges or consolidates. In order to be excluded or released in whole or part from such restrictionsenforce the foregoing covenant, the underwriter Company shall so notify each Holder within three (3) days have the right to place the following restrictive legend on the certificates representing the shares subject to this Section and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release impose stop transfer instructions with respect to any the Securities and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of Company securities of Holder (and the Company shares or securities of every other person subject to such restrictions; and (ivthe foregoing restriction) until the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate end of such period. Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff further agrees to enter into any agreement substantively identical to that signed reasonably required by the transferring Holderunderwriters to implement the foregoing within any reasonable timeframe so requested. The lockTHE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A 180 DAY MARKET STAND-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such executionOFF RESTRICTION AS SET FORTH IN A CERTAIN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreementAS A RESULT OF SUCH AGREEMENT, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementTHESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement. The Company and the Key Parties shall take all steps (to the extent permitted by applicable Laws) to minimize the lock-up of the Investors’ shares upon and after the initial public offering of the Company.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or Form F-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or Form F-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares Shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, offering but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of one percent (1% %) or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of the Company’s securities, including any director, officer, or holder of one percent (1% %) or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each (a) Holder hereby agrees that, if during the period of duration (up to, but not exceeding, one hundred eighty (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, Holder shall not, to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating and such underwriter, directly or indirectly sell, offer to a specific proposed public offering sell, contract to sell (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145including, without limitation, any short sale), such Holder will, subject grant any option to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other shares securities of the Company owned held by it at any time during such Holder as period except Common Stock included in such registration; provided, however, (i) such agreement shall be applicable only with respect to an underwritten initial public offering of Common Stock (whether such offer was initiated by the Company or Holder), and (ii) that all officers and directors of the date Company, all one percent (1%) or greater security holders, and all other persons with registration rights with respect to the Company’s securities (whether or not pursuant to this Agreement) enter into similar agreements. Notwithstanding the foregoing, Holder shall not be bound by the terms of the this Section 1.14(a) if any such officer, director, one percent (1%) or greater security holder or other person with registration for up rights is released, with respect to one hundred eighty some or all of the Common Stock or other securities held by it, from the transfer restrictions contained herein. The transfer restrictions contained herein shall not apply to (180a) days transfers of Common Stock or other securities of the Company to affiliates, provided that any such transferee agrees to be bound by the terms of this Section 1.14(a), (b) sales of any Common Stock or other securities of the Company to a third party in a transaction that is exempt pursuant to a private placement from the registration requirements of the Securities Act of 1933, as amended, provided that any such purchaser agrees to be bound by the terms of this Section 1.14(a), or (c) sales of any Common Stock or other securities of the Company purchased in the open market by Holder following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementsecurities.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed the initial public offering of the Company’s securities (other than a registration on Form S-8 of securities in a Rule 145 transaction or a related or successor form relating solely with respect to an employee benefit plan plan) that, upon request of the Company or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)the underwriters managing any underwritten offering of the Company’s securities, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditionsa) under which such Holder agrees not to sell 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 transfer directly or indirectly dispose of any Registrable Securities (other than those included in the registration) or other shares capital stock of the Company owned by such Holder as or securities exchangeable or convertible into capital stock of the date Company without the prior written consent of the Company or such registration underwriters, as the case may be, for up such period of time (not to exceed one hundred eighty (180) days following from the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (isuch registration) the lockup or standoff agreement applies only to the first registration statement of as may be requested by the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to or such registration statement; (ii) such Holder is satisfied that all directors, officersmanaging underwriters, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iiib) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes enter into a lock-up or standoff agreement substantively identical to that signed in customary form with such underwriters providing for restrictions approved by the transferring HolderCompany’s board of directors; in each case provided that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are similarly bound and have also entered into similar agreements. The lockcertificates for the (a) Shares, (b) Conversion Shares, (c) any Investor New Securities, (d) FFC Shares and (e) any other securities issued in respect of the securities referenced in clauses (a), (b), (c) and (d) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall contain, for so long as such market stand-up or standoff agreement shall expire no later than ninety (90) days after execution by off provision remains in place, a legend in substantially the Holder if no underwritten public offering has occurred by the date of such executionfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER THAT PROHIBITS SALE OR TRANSFER OF SUCH SHARES FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION OF THE ISSUER’S COMMON STOCK. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementTHIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a the registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 2.10 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder hereby agrees with PubCo that, if and with respect to Underwritten Offerings in which such Holder participates, during such period (which period shall in no event exceed 90 days) following the extent requested by effective date of a Registration Statement of PubCo (or, in the lead underwriter case of securities an Underwritten Shelf Take-Down, the date of the Company in connection with filing of a registration preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Holders that own a specific proposed public offering majority of the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of such Underwritten Offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145“Market Stand-Off Period”), such Holder willor its Affiliates shall not sell, subject pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to the following conditionspurchase of, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other shares of the Company owned held by it at any time during such Holder as of the date of period except Registrable Securities included in such registration for up to one hundred eighty (180) days following the effective date of the related registration statementRegistration. The obligations of each Holder under In connection with any Underwritten Offering contemplated by this Section 3.12 are subject 2.10, PubCo shall use commercially reasonable efforts to the following conditions: (i) the lockup or standoff agreement applies only cause each director and executive officer of PubCo to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes execute a customary lock-up for the Market Stand-Off Period. Each Holder agrees with PubCo that it shall deliver to the Underwriter or standoff Underwriters for any such Underwritten Offering a customary agreement substantively identical (with customary terms, conditions and exceptions) that is substantially similar to that signed the agreement delivered to the Underwriter or Underwriters by the transferring Holder. The lock-up or standoff Holders that own a majority of the Registrable Securities participating in such Registration reflecting their agreement set forth in this Section 2.10; provided, that such agreement shall expire no later not be materially more restrictive than ninety (90) days after execution any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that 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 Holder if no underwritten public offering has occurred by provisions of the date terms of such execution. The Company may impose agreement shall be on a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementpro rata basis among all Holders.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement. Notwithstanding anything to the contrary, the Company and each Holder undertake to take all necessary steps, in compliance with all applicable laws, to minimize the lockup period, which any Preferred Shareholders may be subject to.

Market Stand-Off Agreement. Each Holder hereby agrees thatagrees, if and to the extent requested so required by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145managing underwriter(s), such Holder will, subject to that it will not during the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of period commencing on the date of the final prospectus relating to the Company’s IPO and ending on the date specified by the Company and the managing underwriter (such registration for up period not to exceed one hundred eighty (180) days following from the effective date of such final prospectus, or such other period, not to exceed twenty (20) additional days, as may be requested by the related registration statement. The obligations of each Holder under this Section 3.12 are subject Company or an underwriter to the following conditions: accommodate regulatory restrictions on (i) the lockup publication or standoff agreement applies only 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), (i) 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 Equity Securities (other than those included in such offering) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the first registration statement economic consequences of ownership of the Equity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Equity Securities or such other securities, in cash or otherwise; provided, that (x) all directors, officers and all other holders of share capital of the Company which covers securities must be bound by restrictions substantially identical to those applicable to any Holder pursuant to this Section 6.3, (y) all Holders will be sold on its behalf released from any restrictions set forth in this Section 6.3 to the public in an underwritten offering, but not extent that any other members subject to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officerssubstantially similar restrictions are released, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iiiz) the lockup or standoff agreement provides that if any securities agreements shall permit Holders to transfer their Registrable Securities to their respective Affiliates so long as the transferees enters into the same lockup agreement. The underwriters in connection with the Company’s IPO are intended third party beneficiaries of this Section 6.3 and shall have the right, power and authority to enforce the provisions hereof as though they were a Party hereto. In order to enforce the foregoing covenant, the Company are to be excluded or released in whole or part from such restrictions, may place restrictive legends on the underwriter shall so notify each Holder within three (3) days certificates and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release impose stop-transfer instructions with respect to any other holder Shareholders Agreement the Registrable Securities of Company’s securities, including any director, officer, each shareholder (and the shares or holder of 1% or more of any class of securities of the Company every other person subject to such restrictions; and (ivthe foregoing restriction) until the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate end of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in usual and customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 2.14 are subject to the following conditions: (ia) the lockup lock-up or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (iib) such Holder is reasonably satisfied that all directors, officers, and holders of 1% one half percent (0.5%) or more of any class of securities of the Company are bound by substantially identical restrictions; (iiic) the lockup lock-up or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of one percent (1% %) or more of any class of securities of the Company subject to such restrictions; and (ivd) the lockup lock-up or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup lock-up or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent If requested by the lead Company and an underwriter of securities Common Stock (or other securities) of the Company in connection with Company, a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees shall not to sell or otherwise transfer or dispose of any Registrable Securities Common Stock (or other shares securities) of the Company owned held by such Holder as of (other than those included in the date of such registration for up to registration) during the one hundred eighty (180) days day period following the APIGEE CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first a registration statement of the Company which covers filed under the Securities Act (or such longer period as the underwriters or the Company shall request, if the Company is not an Emerging Growth Company under applicable U.S. securities laws and regulations, in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation, not to exceed thirty-four (34) days after the termination of the one hundred eighty (180) day period), provided that such agreement shall only apply to the first such registration statement of the Company, including securities to be sold on its behalf to the public in an underwritten offering, but . The foregoing provisions of this Section 1.12 shall not apply to Registrable Securities actually sold the sale of any shares to an underwriter pursuant to such registration statement; an underwriting agreement or shares acquired in the Company’s initial public offering or in open market transactions on or after the date of the Company’s initial public offering and shall only be applicable to the Holders if all officers and directors of the Company (iiregardless of ownership percentage) such Holder is satisfied that all directors, officers, and holders of one percent (1% %) or more of any class of securities greater shareholders of the Company are bound by substantially identical restrictionsrequired to enter into similar agreements; (iii) the lockup or standoff agreement provides provided, however, that if any securities of the Company obligations described in this Section 1.12 are to be excluded waived or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release terminated with respect to any other holder of Company’s securities, including the securities of any directorsuch Holder, officer, director or holder of one percent (1% %) or more of greater shareholder (in any class 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 securities of each Holder as the percentage of Released Securities represent with respect to the securities held by the applicable Holder, officer, director or one percent (1%) or greater shareholder. If the underwriters reasonably request, the Company subject will require its employees to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed be bound by the transferring Holderprovisions of this Section 1.12. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by underwriters in connection with the Holder if no underwritten Company’s initial public offering has occurred by are intended third party beneficiaries of this Section 1.12 and shall have the date of such executionright, power and authority to enforce the provisions hereof as though they were a party hereto. The obligations described in this Section 1.12 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose a stop-stop transfer restriction instructions with respect to Registrable Securities that are that are the shares (or securities) subject to any such lockup or standoff agreement, but shall remove such the foregoing restriction immediately upon until the expiration or termination end of such lockup or standoff agreementthe applicable periods.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 5.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent If requested by the lead Company and an underwriter of securities Common Shares (or other securities) of the Company in connection with Company, a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees shall not to sell or otherwise transfer or dispose of any Registrable Securities Common Shares (or other shares securities) of the Company owned held by such Holder as of (other than those included in the date of such registration registration) for up to one hundred eighty (180) no more than 180 days following from the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers Company’s securities, including securities to be sold on its behalf to the public in an underwritten offering; provided, but not however, that all executive officers, directors and one percent (1%) or greater stockholders (calculated on an as-converted, as-if-exercised basis) of the Company must enter into similar lock-up agreements as well. The Company agrees to Registrable Securities actually sold pursuant use its best efforts to negotiate an underwriting agreement and individual lock-up agreements that provide for pro rata release from the lock-up such registration statement; that, if (i) the Chief Executive Officer of the Company, (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities the Named Executive Officers of the Company so named in the registration statement under which such Common Shares (or other securities) are bound by substantially identical restrictions; registered, (iii) the lockup or standoff agreement provides that if any securities a Director of the Company are to be excluded or (iv) any stockholder holding greater than five percent (5%) of the outstanding capital stock of the Company is wholly or partially released in whole or part from such restrictionsthe lock-up, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts similarly released to the same extent of pro rata in accordance with such party’s holdings. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the exclusion or release with respect to any other holder of Company’s securities, including any director, officerfuture, or holder of 1% a registration relating solely to a Commission Rule 145 transaction on Form S-4 or more of any class of securities of similar forms that may be promulgated in the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such executionfuture. The Company may impose a stop-transfer restriction instructions with respect to Registrable the shares (or securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day period. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s initial public offering under the Securities Act that are consistent with this Section 2.10 or that are subject necessary to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementgive further effect thereto.

Market Stand-Off Agreement. Each Holder hereby agrees thatagrees, if and to the extent requested so required by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145managing underwriter(s), such Holder will, subject to that it will not during the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of period commencing on the date of the final prospectus relating to the Company’s IPO and ending on the date specified by the Company and the managing underwriter (such registration for up period not to exceed one hundred eighty (180) days following from the effective date of such final prospectus, or such other period, not to exceed twenty (20) additional days, as may be requested by the related registration statement. The obligations of each Holder under this Section 3.12 are subject Company or an underwriter to the following conditions: accommodate regulatory restrictions on (i) the lockup publication or standoff agreement applies only 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), (i) 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 Equity Securities (other than those included in such offering) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the first registration statement economic consequences of ownership of the Equity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Equity Securities or such other securities, in cash or otherwise; provided, that (x) all directors, officers and all other holders of share capital of the Company which covers securities must be bound by restrictions substantially identical to those applicable to any Holder pursuant to this Section 6.3, (y) all Holders will be sold on its behalf released from any restrictions set forth in this Section 6.3 to the public in an underwritten offering, but not extent that any other members subject to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officerssubstantially similar restrictions are released, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iiiz) the lockup or standoff agreement provides that if any securities of agreements shall permit Holders to transfer their Registrable Securities to their respective Affiliates so long as the transferees enters into the same lockup agreement. In order to enforce the foregoing covenant, the Company are to be excluded or released in whole or part from such restrictions, may place restrictive legends on the underwriter shall so notify each Holder within three (3) days certificates and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release impose stop-transfer instructions with respect to any other holder the Registrable Securities of Company’s securities, including any director, officer, each shareholder (and the shares or holder of 1% or more of any class of securities of the Company every other person subject to such restrictions; and (ivthe foregoing restriction) until the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate end of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed the initial public offering of the Company’s securities (other than a registration on Form S-8 of securities in a Rule 145 transaction or a related or successor form relating solely with respect to an employee benefit plan plan) that, upon request of the Company or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)the underwriters managing any underwritten offering of the Company’s securities, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell 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 transfer directly or indirectly dispose of any Registrable Securities (other than those included in the registration) or other shares capital stock of the Company owned by such Holder as or securities exchangeable or convertible into capital stock of the date Company without the prior written consent of the Company or such registration underwriters, as the case may be, for up such period of time (not to exceed one hundred eighty (180) days following from the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (ifinal prospectus used in such registration) the lockup or standoff agreement applies only to the first registration statement of as may be requested by the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to or such registration statement; (ii) such Holder is satisfied that all directors, officersmanaging underwriters, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes enter into a lock-up or standoff agreement substantively identical to that signed in customary form with such underwriters providing for restrictions approved by the transferring HolderBoard, provided that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. The lockcertificates for the (a) Shares, (b) Conversion Shares, (c) any New Securities and (d) any other securities issued in respect of the securities referenced in clauses (a), (b) and (c) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall contain, for so long as such market stand-up or standoff agreement shall expire no later than ninety (90) days after execution by off provision remains in place, a legend in substantially the Holder if no underwritten public offering has occurred by the date of such executionfollowing form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER THAT PROHIBITS SALE OR TRANSFER OF 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. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementTHIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER.”

Market Stand-Off Agreement. Each Holder hereby agrees thatthat such Holder shall not sell, if and to transfer, make any short sale of, grant any option for the extent requested by purchase of, or enter into any hedging or similar transaction with the lead underwriter of securities same economic effect as a sale, any Common Stock (or other securities) of the Company in connection with a registration relating to a specific proposed public offering held by such Holder (other than shares of Common Stock included in the registration) for a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to period specified by the following conditions, enter into a lock-up or standoff agreement in customary form representative of the underwriters of Common Stock (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares securities) of the Company owned by such Holder as of the date of such registration for up not to exceed (i) one hundred eighty (180) days (plus up to an additional sixteen (16) days if contemplated in the form of underwriting or market stand-off agreement supplied by the representative(s) of the underwriters) following the effective date of a registration statement of the related registration statement. The obligations of each Holder Company filed under this Section 3.12 are subject the Securities Act with respect to the Initial Offering or (ii) ninety (90) days (plus up to an additional sixteen (16) days if contemplated in the form of underwriting or market stand-off agreement supplied by the representative(s) of the underwriters) following conditions: (i) the lockup or standoff agreement applies only to effective date of the first registration statement of the Company which covers securities filed under the Securities Act with respect to be sold on an underwritten public offering of its behalf Common Stock to the general public in after the Initial Offering (together with the Initial Offering, a “Company Public Offering”), and shall enter into an underwritten offering, but not to Registrable Securities actually sold pursuant agreement to such registration statementeffect with the representative(s) of the underwriters and which shall, upon execution, supersede all the terms and conditions of this Section 2.11; (ii) such Holder is satisfied provided that all directors, officers, officers and holders of 1% or more of any class of securities directors of the Company are bound by substantially identical restrictions; and each holder of at least one percent (iii1%) the lockup or standoff agreement provides that if any securities of the Company’s outstanding voting securities enter into similar agreements, provided further that any Holder exercising their registration rights with respect to a Company are Public Offering pursuant to be excluded or released in whole or part from Section 2 of this Agreement agrees to enter into a form of lock-up agreement as reasonably proposed by the underwriters of such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release offering with respect to any Common Stock (or other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities ) of the Company held by such Holder not included in such registration. Notwithstanding the foregoing, if the Company or the managing underwriter shall waive or terminate, or exempt any Holder from having to agree to, any of the restrictions contained in any agreement with respect to the subject matter contained in this Section 2.11, such waiver or termination or exemption shall apply to such restrictions; and all of the Investors on a pro rata basis (iv) according to the lockup or standoff agreement by its terms permits transfers total number of Registrable Securities owned by each Investor). The foregoing provisions of this Section 2.11 shall not apply with respect to any Holder shares of the Company offered or traded in the public market (including any market which may develop pursuant to Rule 144A promulgated under the Act) or to a distribution to any Affiliate (as that term is defined in Rule 405 of such the Securities Act) of any Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical agrees in writing to that signed be bound by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date terms of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementthis Section 2.11.

Market Stand-Off Agreement. Each The Holders 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 with respect to, any Common Stock (or other securities of the Company) held by the Holders (other than those included in the registration) for a period specified by the representatives of the managing underwriter or underwriters of Common Stock (or other securities of the Company convertible into Common Stock) not to exceed five (5) days prior and sixty (60) days following the pricing of any registered public sale of securities by the Company in which such Holder hereby agrees thatparticipates in accordance with Article II, if and subject to customary exceptions (including, without limitation, to the extent that any securities of the Company are subject to an Equity Loan (as defined in the Investment Agreement), to permit the pledge of such securities pursuant to such Equity Loan and any foreclosure in connection with such Equity Loan, or transfer in lieu of a foreclosure thereunder, and subsequent sales, dispositions or other transfers). Each of the Holders also shall execute and deliver any “lock-up” agreement reasonably requested by the lead underwriter representatives of securities any underwriters of the Company in connection with a registration relating to a specific proposed public an offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), in which such Holder willparticipates, subject to customary exceptions (including, without limitation, as described in the following conditions, enter into a preceding sentence in respect of pledges and foreclosures); provided that such obligation shall only apply where (i) all executive officers and directors are similarly bound and (ii) the terms of the Investors’ lock-up are no more restrictive than the terms of the lock-ups applicable to any other stockholder who has registration rights with respect to the Common Stock or standoff securities convertible into, or exchangeable or exercisable for, such securities that has executed such a lockup (and, if the Company or the managing underwriters agree to waive any such lockup for any such other stockholder, the Company shall also waive the Investors’ lockup pro rata to the same extent). In addition, and notwithstanding anything to the contrary contained in this Section 3.6, the Company shall agree and shall cause its executive officers and directors to agree to execute a “lock-up” agreement reasonably requested by the representatives of any underwriters (or placement agents, as the case may be) in customary form (connection with any Marketed Underwritten Offering or Shelf Offering, as applicable, subject to customary exceptions and for a term reasonably requested by the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date representatives of such registration for up to one hundred eighty underwriters (180or placement agents, as the case may be) and in any case, such term shall not exceed 60 days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate pricing of such Holder during offering; provided, further that the restricted period, provided that Holders participating in such Affiliate executes a lock-up or standoff agreement substantively identical offering shall use commercially reasonable efforts to that signed by reduce the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject time period applicable to any such lockup “lock-up” (to a period not shorter than 30 days) after consultation with any such underwriters (or standoff agreementplacement agents, but shall remove such restriction immediately upon as the expiration or termination of such lockup or standoff agreementcase may be).

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent If requested by the lead Company and an underwriter of Common Stock (or other securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145Company), such the Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees shall not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned Common Stock acquired through the exercise of this Warrant (other than those included in the registration) during the 180 day period (which period may be extended to 214 days pursuant to the applicable rules issued by such Holder as of the date of such registration for up to one hundred eighty (180Financial Industry Regulatory Authority) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first a registration statement of the Company which covers securities to be sold on its behalf to filed under the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted periodAct, provided that such Affiliate executes a lock-up or standoff agreement substantively identical shall only apply to that signed by the transferring HolderInitial Public Offering. The lock-up or standoff foregoing provisions of this Section 12 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement and shall expire no later than ninety (90) days after execution by only be applicable to the Holder if no underwritten public offering has occurred by all officers and directors and holders of at least 1% of capital stock the date Company enter into similar agreements. The underwriters in connection with the Company’s Initial Public Offering are intended third party beneficiaries of such executionthis Section 12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The obligations described in this Section 12 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose a stop-transfer restriction instructions with respect to Registrable Securities that are that are the shares (or securities) subject to any such lockup or standoff agreement, but shall remove such the foregoing restriction immediately upon until the expiration or termination end of such lockup 180 day period, or, if applicable, 214 day period. The Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Shares of the Holder (and the shares or standoff agreementsecurities of every other person subject to the restriction contained in this Section 12): THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS (WHICH MAY BE EXTENDED TO 214 DAYS) FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Holder hereby agrees with PubCo that, if and with respect to Underwritten Offerings initiated by a Holder only, during such period (which period shall in no event exceed 90 days) following the extent requested by effective date of a Registration Statement of PubCo (or, in the lead underwriter case of securities an Underwritten Shelf Take-Down, the date of the Company in connection with filing of a registration preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Holders that own a specific proposed public offering majority of the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of such Underwritten Offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145“Market Stand-Off Period”), such Holder willor its Affiliates shall not sell, subject pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to the following conditionspurchase of, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other shares of the Company owned held by it at any time during such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to period except Registrable Securities actually sold pursuant included in such Registration. In connection with any Underwritten Offering contemplated by this ‎Section 3.10, PubCo shall use commercially reasonable efforts to such registration statement; (ii) such Holder is satisfied that all directors, officers, cause each director and holders executive officer of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are PubCo to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes execute a customary lock-up for the Market Stand-Off Period. Each Holder agrees with PubCo that it shall deliver to the Underwriter or standoff Underwriters for any such Underwritten Offering a customary agreement substantively identical (with customary terms, conditions and exceptions) that is substantially similar to that signed the agreement delivered to the Underwriter or Underwriters by the transferring Holder. The lock-up or standoff Holders that own a majority of the Registrable Securities participating in such Registration reflecting their agreement set forth in this ‎Section 3.10; provided, that such agreement shall expire no later not be materially more restrictive than ninety (90) days after execution any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that 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 Holder if no underwritten public offering has occurred by provisions of the date terms of such execution. The Company may impose agreement shall be on a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementpro rata basis among all Holders.

Market Stand-Off Agreement. Each Holder hereby agrees that, if In the event and to the extent requested by the lead managing underwriter of an underwritten offering, each Holder agrees that it will enter into a customary “lock-up agreement” with such managing underwriter pursuant to which it will agree not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any equity securities of the Company Company, other than those Registrable Securities included in connection with such registration pursuant to the terms hereof for the fourteen (14) days prior to (x) the effectiveness of a registration relating to a specific proposed public offering statement (other than a registration on Form S-8 or a related or successor form relating solely Shelf Registration Statement) pursuant to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not public offering shall be made, or (y) the pricing of an underwritten offering and ending on the earlier to sell or otherwise transfer or dispose occur of any Registrable Securities or other shares (1) in case of the Company owned by such Holder as of Company’s IPO, the date of such registration for up to that is one hundred and eighty (180) days following after the effective date effectiveness of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement relating to such IPO, or (2) in the case of the Company which covers securities to be sold on its behalf to the public in an any other underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder the date that is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date pricing of such execution. The underwritten offering (or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter, to complete the sale and distribution of the securities included in such underwritten offering) (the “Lock-Up Period”); provided, that the limitations contained in this Clause 9.12 shall not apply to the extent a Holder is prohibited by applicable law from so withholding such equity securities from sale during such period; provided, further, that if any other holder of securities of the Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are is or becomes subject to a shorter Lock-Up Period or receives more advantageous terms relating to the Lock-Up Period under any such lockup or standoff agreement, lock-up agreement (including but shall remove such restriction immediately upon the expiration not limited to as a result of any discretionary waiver or termination of the restrictions of any or all of such lockup agreements by the Company or standoff agreementthe underwriters), then the Lock-Up Period shall be such shorter period and also on such more advantageous terms.

Market Stand-Off Agreement. Each Holder hereby agrees with PubCo that, if and with respect to Underwritten Offerings initiated by a Holder only, during such period (which period shall in no event exceed 90 days) following the extent requested by effective date of a Registration Statement of PubCo (or, in the lead underwriter case of securities an Underwritten Shelf Take-Down, the date of the Company in connection with filing of a registration preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Holders that own a specific proposed public offering majority of the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of such Underwritten Offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145“Market Stand-Off Period”), such Holder willor its Affiliates shall not sell, subject pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to the following conditionspurchase of, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other held by it at any time during such period except Registrable Securities included in such Registration and shares of the Company owned Common Stock subject to a Charitable Distribution in connection with such Underwritten Offering. In connection with any Underwritten Offering contemplated by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject 3.10, PubCo shall use reasonable best efforts to the following conditions: (i) the lockup or standoff agreement applies only cause each director and executive officer of PubCo to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes execute a customary lock-up for the Market Stand-Off Period. Each Holder agrees with PubCo that it shall deliver to the Underwriter or standoff Underwriters for any such Underwritten Offering a customary agreement substantively identical (with customary terms, conditions and exceptions) that is substantially similar to that signed the agreement delivered to the Underwriter or Underwriters by the transferring Holder. The lock-up or standoff Holders that own a majority of the Registrable Securities participating in such Registration reflecting their agreement set forth in this Section 3.10; provided, that such agreement shall expire no later not be materially more restrictive than ninety (90) days after execution any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that 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 Holder if no underwritten public offering has occurred by provisions of the date terms of such execution. The Company may impose agreement shall be on a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementpro rata basis among all Holders.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 F-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration seven days prior to, and for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is reasonably satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall promptly so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration seven (7) days prior to, and for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first First registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, offering but not to Registrable Registrable. Securities actually sold pursuant to such registration statement; (ii) such Holder is reasonably satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part port from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of the Company’s securities, including any directordirectors, officerofficers, or holder holders of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder hereby agrees thatholder of Registrable Securities agrees, if and to the extent requested so required by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145managing underwriter(s), such Holder will, subject to that it will not during the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of period commencing on the date of the final prospectus relating to the Company’ s Qualified IPO and ending on the date specified by the Company and the managing underwriter (such registration for up period not to exceed one hundred eighty (180) days following from the effective date of the related registration statement. The obligations such final prospectus, as may be extended in line with customary market practice, by up to a maximum of each Holder under this Section 3.12 are subject 32 days, to the following conditions: accommodate regulatory restrictions on (i) the lockup publication or standoff agreement applies only other distribution of research reports and (ii) analyst recommendations and opinions) (i) lend, offer, pledge, hypothecate, hedge, sell, make any short sale of, loan, contract to the first registration statement 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 Equity Securities of the Company which covers securities to be sold on its behalf owned immediately prior to the public date of the final prospectus relating to the Qualified IPO (other than those included in an underwritten such offering), but not to Registrable Securities actually sold pursuant to such registration statement; or (ii) 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 Holder Equity Securities, whether any such transaction described in clause (i) or (ii) above is satisfied that all directors, officers, and holders to be settled by delivery of 1% or more of any class of securities Equity Securities of the Company are bound by substantially identical restrictionsor such other securities, in cash or otherwise; provided, that (iiia) the lockup or standoff agreement provides that if forgoing provisions of this Section shall not apply to the sale of any securities of the Company are to an underwriter pursuant to any underwriting agreement, and shall not be excluded or applicable to any Holder unless all directors, officers and all other holders of at least one percent (1 %) of the outstanding share capital of the Company (calculated on an as-converted to Ordinary Share basis) must be bound by restrictions at least as restrictive as those applicable to any such Holder pursuant to this Section, (y) this Section shall not apply to a Holder to the extent that any other Person subject to substantially similar restrictions is released in whole or part from such restrictionsin part, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (ivz) the lockup or standoff agreement by its terms permits transfers of agreements shall permit a Holder to transfer their Registrable Securities by any Holder to any Affiliate of such Holder during their respective Affiliates so long as the restricted period, provided that such Affiliate executes transferees enter into the same lockup agreement. The Investor agrees to execute and deliver to the underwriters a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementcontaining substantially similar terms and conditions as those contained herein.

Market Stand-Off Agreement. Each Holder hereby agrees with PubCo that, if and with respect to Underwritten Offerings initiated by a Holder only, during such period (which period shall in no event exceed 90 days) following the extent requested by effective date of a Registration Statement of PubCo (or, in the lead underwriter case of securities an Underwritten Shelf Take-Down, the date of the Company in connection with filing of a registration preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Holders that own a specific proposed public offering majority of the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of such Underwritten Offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145“Market Stand-Off Period”), such Holder willor its Affiliates shall not sell, subject pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to the following conditionspurchase of, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other held by it at any time during such period except Registrable Securities included in such Registration and shares of the Company owned Common Stock subject to a Charitable Distribution in connection with such Underwritten Offering. In connection with any Underwritten Offering contemplated by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject 3.9, PubCo shall use reasonable best efforts to the following conditions: (i) the lockup or standoff agreement applies only cause each director and executive officer of PubCo to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes execute a customary lock-up for the Market Stand-Off Period. Each Holder agrees with PubCo that it shall deliver to the Underwriter or standoff Underwriters for any such Underwritten Offering a customary agreement substantively identical (with customary terms, conditions and exceptions) that is substantially similar to that signed the agreement delivered to the Underwriter or Underwriters by the transferring Holder. The lock-up or standoff Holders that own a majority of the Registrable Securities participating in such Registration reflecting their agreement set forth in this Section 3.9; provided, that such agreement shall expire no later not be materially more restrictive than ninety (90) days after execution any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that 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 Holder if no underwritten public offering has occurred by provisions of the date terms of such execution. The Company may impose agreement shall be on a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementpro rata basis among all Holders.

Market Stand-Off Agreement. Each The Holders 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 with respect to, any Common Stock (or other securities of the Company) held by the Holders (other than those included in the registration) for a period specified by the representatives of the managing underwriter or underwriters of Common Stock (or other securities of the Company convertible into Common Stock) not to exceed five (5) days prior and sixty (60) days following the pricing of any registered public sale of securities by the Company in which such Holder hereby agrees thatparticipates in accordance with Article II, if and subject to customary exceptions (including, without limitation, to the extent that any securities of the Company are subject to an Equity Loan (as defined in the Investment Agreement), to permit the pledge of such securities pursuant to such Equity Loan and any foreclosure in connection with such Equity Loan, or transfer in lieu of a foreclosure thereunder, and subsequent sales, dispositions or other transfers). Each of the Holders also shall execute and deliver any “lock-up” agreement reasonably requested by the lead underwriter representatives of securities any underwriters of the Company in connection with a registration relating to a specific proposed public an offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), in which such Holder willparticipates, subject to customary exceptions (including, without limitation, as described in the following conditions, enter into a preceding sentence in respect of pledges and foreclosures); provided that such obligation shall only apply where (i) all executive officers and directors are similarly bound and (ii) the terms of the Investors’ lock-up are no more restrictive than the terms of the lock-ups applicable to any other stockholder who has ​ registration rights with respect to the Common Stock or standoff securities convertible into, or exchangeable or exercisable for, such securities that has executed such a lockup (and, if the Company or the managing underwriters agree to waive any such lockup for any such other stockholder, the Company shall also waive the Investors’ lockup pro rata to the same extent). In addition, and notwithstanding anything to the contrary contained in this Section 3.6, the Company shall agree and shall cause its executive officers and directors to agree to execute a “lock-up” agreement reasonably requested by the representatives of any underwriters (or placement agents, as the case may be) in customary form (connection with any Marketed Underwritten Offering or Shelf Offering, as applicable, subject to customary exceptions and for a term reasonably requested by the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date representatives of such registration for up to one hundred eighty underwriters (180or placement agents, as the case may be) and in any case, such term shall not exceed 60 days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate pricing of such Holder during offering; provided, further that the restricted period, provided that Holders participating in such Affiliate executes a lock-up or standoff agreement substantively identical offering shall use commercially reasonable efforts to that signed by reduce the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject time period applicable to any such lockup “lock-up” (to a period not shorter than 30 days) after consultation with any such underwriters (or standoff agreementplacement agents, but shall remove such restriction immediately upon as the expiration or termination of such lockup or standoff agreementcase may be).

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration seven (7) days prior to, and for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is reasonably satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of the Company’s securities, including any directordirectors, officerofficers, or holder holders of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder Purchaser hereby agrees that, during a period not to exceed 180 days following the effective date of a Qualified Offering of the Company, if and to the extent requested by the lead a managing underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)such Qualified Offering, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees it shall not to sell or otherwise transfer or dispose of (other than to a donee who agrees to be similarly bound) any Registrable Securities or other shares Common Stock of the Company owned held by it at any time during such Holder as period (except for the sale of the date of Common Stock pursuant to such registration for up to one hundred eighty (180) days following the effective date of the related registration statementregistration). The obligations of each Holder Purchaser under this Section 3.12 1.14 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offeringoffering pursuant the Initial registration, but not to Registrable Securities actually sold pursuant to such registration statementInitial Registration; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities one percent (1.0%) of the Company Company’s outstanding capital stock, on an as-converted basis, are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that , and if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days Purchaser and each Holder Purchaser shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iviii) the underwriters’ lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder Purchaser to any Affiliate affiliate of such Holder Purchaser during the restricted period, provided that such Affiliate affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lockPurchaser; and (iv) as to such 180 period, if during the last 17 days of such restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-up day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 1.14 shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or standoff agreement the occurrence of the material news or material event (provided that in no event shall expire no later than ninety (90) the restricted period extend beyond 216 days after execution by the Holder if no underwritten public offering has occurred by the effective date of such executionthe registration statement). The In order to enforce the foregoing covenant, the Company may impose a stop-transfer restriction instructions with respect to the Registrable Securities that are that are of each Purchaser (and the shares or securities of every other person subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination foregoing restriction) until the end of such lockup or standoff agreementperiod. The obligations set forth in this Section 1.14 shall not apply to any Purchaser to the extent that such Purchaser owns less than 1% of the Company’s outstanding capital stock, on an as-converted basis.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed the initial public offering of the Company’s securities (other than a registration on Form S-8 of securities in a Rule 145 transaction or a related or successor form relating solely with respect to an employee benefit plan plan) that, upon request of the Company or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)the underwriters managing any underwritten offering of the Company’s securities, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell 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 transfer directly or indirectly dispose of any Registrable Securities (other than those included in the registration) or other shares capital stock of the Company owned by such Holder as or securities exchangeable or convertible into capital stock of the date Company without the prior written consent of the Company or such registration underwriters, as the case may be, for up such period of time (not to exceed one hundred eighty (180) days following from the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (ifinal prospectus used in such registration) the lockup or standoff agreement applies only to the first registration statement of as may be requested by the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to or such registration statement; (ii) such Holder is satisfied that all directors, officersmanaging underwriters, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes enter into a lock-up or standoff agreement substantively identical to that signed in customary form with such underwriters providing for restrictions approved by the transferring HolderBoard, provided that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s outstanding voting securities are bound by and have entered into similar agreements. The lockcertificates for the (a) Shares, (b) Conversion Shares, (c) any New Securities and (d) any other securities issued in respect of the securities referenced in clauses (a), (b) and (c) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall contain, for so long as such market stand-up or standoff agreement shall expire no later than ninety (90) days after execution by off provision remains in place, a legend in substantially the Holder if no underwritten public offering has occurred by the date of such executionfollowing form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER THAT PROHIBITS SALE OR TRANSFER OF 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. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementTHIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER.”

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration seven (7) days prior to, and for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of one percent (1% %) or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of Company’s securities, including any director, officer, or holder of one percent (1% %) or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder hereby agrees thatthat it shall not, if and to the extent requested by the lead Company or an underwriter of securities of the Company in connection with a registration relating Company, directly or indirectly sell, offer to a specific proposed public offering sell (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145including without limitation any short sale), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell grant any option or otherwise transfer or dispose of any Preferred Stock, Registrable Securities Shares or other shares of the Company Class A Common Stock or any securities convertible into or exchangeable or exercisable for Class A Common Stock then owned by such Holder as (other than to donees or partners of the Holder who agree to be similarly bound) (a) in the case of the Company and each of its officers, directors, managers and employees, in each case to the extent such person or entity holds or acquires and holds Registrable Shares, for a period beginning on the effective date of, and continuing for one hundred eighty (180) days following the effective date of, the IPO Registration Statement; (b) in the case of such registration all other Holders who include Registrable Shares in the IPO Registration Statement, beginning on the effective date of, and continuing for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations IPO Registration Statement of each Holder the Company; and (c) in the case of all other Holders, who do not include Registrable Shares in the IPO Registration Statement, for a period of sixty (60) days following the effective date of an IPO Registration Statement of the Company filed under this Section 3.12 are subject to the following conditions: Securities Act; provided, further, however, if (i) during the lockup last seventeen (17) days of the applicable restricted period, the Company issues an earnings release or standoff agreement applies only material news or a material event relating to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; occurs or (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities prior to the expiration of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the applicable restricted period, provided the Company announces that such Affiliate executes a lock-up or standoff agreement substantively identical it will release earnings results during the sixteen (16) day period beginning on the last day of the applicable restricted period, then, in each case, the restrictions imposed by this Agreement shall continue to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon apply until the expiration of the eighteen (18) day period beginning on the issuance of the earnings release or termination the occurrence of the material news or event, unless the managing underwriter in the Underwritten Offering waives, in writing, such lockup extension or standoff agreement.the Company is then an emerging growth company (as defined under the Securities Act) and provided, however, that:

Market Stand-Off Agreement. Each Holder hereby agrees with PubCo that, if and with respect to Underwritten Offerings initiated by a Holder only, during such period (which period shall in no event exceed 90 days) following the extent requested by effective date of a Registration Statement of PubCo (or, in the lead underwriter case of securities an Underwritten Shelf Take-Down, the date of the Company in connection with filing of a registration preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Demand Initiating Holder or the Shelf Take-Down Initiating Holder, as applicable, that own a specific proposed public offering majority of the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of such Underwritten Offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145“Market Stand-Off Period”), such Holder willor its Affiliates shall not sell, subject pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to the following conditionspurchase of, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other held by it at any time during such period except Registrable Securities included in such Registration and shares of Common Stock subject to a Charitable Distribution in connection with such Underwritten Offering. In connection with any Underwritten Offering contemplated by this Section 3.10, PubCo shall use reasonable best efforts to cause each director and executive officer of PubCo to execute a customary lock-up for the Company owned Market Stand-Off Period. Each Holder agrees with PubCo that it shall deliver to the Underwriter or Underwriters for any such 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 such Holder as the Holders that own a majority of the date of Registrable Securities participating in such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under Registration reflecting their agreement set forth in this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement3.10; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later not be materially more restrictive than ninety (90) days after execution any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that 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 Holder if no underwritten public offering has occurred by provisions of the date terms of such execution. The Company may impose agreement shall be on a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementpro rata basis among all Holders.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to during the extent requested by the lead underwriter period of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of Initial Public Offering, it shall not, if requested by the Company which covers securities and such underwriter, sell or otherwise transfer or dispose of (other than to its Permitted Transferees that agree to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (iisimilarly bound) such Holder is satisfied that all directors, officers, and holders of 1% any Ordinary Shares or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released convertible into Ordinary Shares held by it, except Ordinary Shares included in whole or part from such restrictionsregistration. The Holders of Series J Registrable Securities, the underwriter Holders of Series I Registrable Securities, the Holders of Series H Registrable Securities, the Holders of Series G Registrable Securities, the Holders of Series F Registrable Securities, the Holders of Series E Registrable Securities, the Holders of Series D Registrable Securities, the Holders of Series C Registrable Securities and the Holders of Series B Registrable Securities shall so notify not be bound by this Section 14 unless each Holder within three (3) days executive officer, director and each Holder shall be excluded or released, in proportionate amounts to the extent other shareholder of the exclusion Company holding in excess of 1% of the then outstanding ordinary share equivalents of the Company are subject to and shall have complied with this Section 14. If any such restrictions in this Section 14 or release any agreement a party is required to enter into pursuant to this Section 14 are waived or terminated with respect to any other holder of Company’s securities, including party and/or any director, executive officer, director or holder other shareholder of the Company holding in excess of 1% or more of any class of securities of the Company subject then outstanding ordinary share equivalents of the Company, then such waiver or termination will apply to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers same extent to each holder of Registrable Securities, pro rata based on the number of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holderheld. The lock-up restrictions in this Section 14 will not apply to purchases made pursuant to the Initial Public Offering or standoff agreement shall expire no later than ninety (90) days after execution by in the Holder if no underwritten public offering has occurred by open market following completion of the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementInitial Public Offering.

Market Stand-Off Agreement. Each Holder Stockholder hereby severally and not jointly agrees thatwith the Company, and not with or for the benefit of any other Stockholder, that for so long as such Stockholder owns at least 2% of the aggregate shares of the Common Stock issued and outstanding, that if and to the extent when requested by the lead an underwriter of securities of the Company in connection with any registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration relating to a specific proposed public offering (other than a registration statement on Form S-8 S-1 or a related Form S-3 (whether for its own account or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145for any of its stockholders), such Holder will, subject to the following conditions, enter into Stockholder will deliver a customary lock-up or standoff agreement in customary form (subject to containing terms consistent with the following conditions) under which following: that such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares Stockholder will not, without the prior written consent of the Company owned by such Holder as of 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 or Form S-3 (whether for its own account or for any of its stockholders), and ending on the date specified by the Company and the managing underwriter (such registration for up period not to exceed (x) one hundred eighty (180) days following from the effective date of this Agreement, which period may be extended upon the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement request of the Company which covers securities to be sold on its behalf to the public in an underwritten offeringmanaging underwriter, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent required by any FINRA or NASD rules, for an additional period of up to seventeen (17) days if the Company issues or proposes to issue an earnings or other public release within seventeen (17) days of the exclusion or release with respect to any other holder expiration of Company’s securities, including any director, officerthe 180-day lockup period, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (ivy) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days in the case of any registration after execution by the Holder if no underwritten public offering has occurred by the date of this Agreement, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA or NASD rules, for an additional period of up to seventeen (17) days if the Company issues or proposes to issue an earnings or other public release within seventeen (17) days of the expiration of the 90-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, 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 executionshares or any such securities are then owned by the Stockholder or are thereafter acquired) or (ii) 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 securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The Company may impose a stop-transfer restriction with respect foregoing provisions of this Section 4.11 shall not apply to Registrable Securities that are that the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Stockholders only if all officers and directors are subject to any the same restrictions and the Company causes all stockholders individually owning more than two percent (2%) of the Company’s outstanding Common Stock to enter into a similar agreement. The underwriters in connection with such lockup registration are intended third-party beneficiaries of this Section 4.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 4.11 or standoff agreement, but shall remove such restriction immediately upon the expiration that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such lockup agreements by the Company or standoff agreementthe underwriters shall apply pro rata to all Stockholders subject to such agreements, based on the number of shares subject to such agreements. The provisions of this Section 4.11, if enforced by the Company, may only be enforced by action of the independent directors of the Board of Directors of the Company.

Market Stand-Off Agreement. 24.11 Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder Hxxxxx agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 Clause 24.11 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each The Holder hereby agrees that, if and to the extent requested be bound by the lead underwriter of securities “Market Stand-Off Agreement” provision in Section 2.10 of the Company Investors’ Rights Agreement (the “Market Stand-Off Provision”). The Market Stand-Off Provision set forth in connection the Investors’ Rights Agreement may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with a registration relating to a specific proposed public offering (other than a registration on Form S-8 the Shares in the same manner as such amendment, modification or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to waiver affects the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or rights associated with all other shares of the Company owned by such same series and class as the Shares granted pursuant to this Warrant. Holder as of the date of such registration for up to one hundred eighty hereby agrees that within thirty (18030) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more expiration of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted Market Stand-Off period, provided that (i) Holder could then freely transfer the Shares at such Affiliate executes a locktime (including but not limited to in accordance with Rule 144 promulgated under the Securities Act of 1933) and (ii) the fair market value of the Shares (or other securities issuable upon exercise of this Warrant) is equal to or greater than two (2) times the Warrant Price, Holder shall exercise this Warrant in accordance with either Section 1.1 or 1.2 hereof. If either condition (i) or (ii) above is not met at the time that the Market Stand-up or standoff agreement substantively identical Off period expires, Holder shall not be required to that signed by exercise this Warrant until the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety date thirty (9030) days after execution by both such conditions are met. [Signature page follows.] “COMPANY” Date: 8/20/10 CORNERSTONE ONDEMAND, INC. By: /s/ Axxx Xxxxxx By: /s/ Pxxxx X. Xxxxxxx Name: Axxx Xxxxxx, CEO Name: Pxxxx X. Xxxxxxx (Print) (Print) Title: Chairman of the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup Board, President or standoff agreementVice President Title: Chief Financial Officer, but shall remove such restriction immediately upon the expiration Secretary, Assistant Treasurer or termination of such lockup or standoff agreement.Assistant Secretary “HOLDER” SILICON VALLEY BANK By: /s/ Txx Xxxxxx Name: Txx Xxxxxx (Print) Title: Relationship Manager SCHEDULE 1 CAPITALIZATION TABLE [intentionally omitted] APPENDIX 1

Market Stand-Off Agreement. Each Holder hereby agrees thatthat it will not, if and without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the extent Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) days, or such other period as may be requested by the lead Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of securities of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the Company restrictions contained in connection with a registration relating applicable FINRA rules, (i) lend, offer, pledge, sell, contract to a specific proposed public offering (other than a registration on Form S-8 sell, sell any option or a related contract to purchase, purchase any option or successor form relating solely contract to an employee benefit plan sell, grant any option, right or a registration on Form S-4 or a related or successor form relating solely warrant to a transaction under SEC Rule 145)purchase, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities held immediately prior to the effectiveness of the Registration Statement for such offering, or (ii) 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 Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock of the Company or other securities, in cash or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the Initial Offering, shall not apply to the sale of any Registrable Securities or other 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 owned by enter into similar agreements, unless the Requisite Investors waive the requirement with respect to any such Holder as officer, director or greater than one percent (1%) stockholder of the date Company. Any discretionary waiver or termination of the restrictions of any or all of such registration agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of Registrable Securities subject to such agreements. Notwithstanding anything in this Agreement, none of the provisions of this Agreement shall in any way limit Goldman or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business. Notwithstanding anything to the contrary set forth in this Agreement, the restrictions contained in this Agreement shall not apply to Common Stock or any securities convertible into or exercisable or exchangeable for up to one hundred eighty (180) days Common Stock acquired by Goldman or any of its Affiliates following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities covering Common Stock (or other securities) to be sold on its behalf to of the public Company in an underwritten public offering. In order to enforce the foregoing covenant, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release may impose stop transfer instructions with respect to any other holder the Registrable Securities of Company’s securities, including any director, officer, each Holder (and the shares or holder of 1% or more of any class of securities of the Company every other person subject to such restrictions; and (ivthe foregoing restriction) until the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate end of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 11 of Exhibit C are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to during the extent requested by the lead underwriter period of securities of the Company in connection with a registration relating to a specific proposed public offering duration (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)up to, such Holder willbut not exceeding, subject to the following conditions, enter into a lock-up or standoff agreement in customary form ninety (subject to the following conditions90) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to days (one hundred eighty (180) days in connection with Horizon's initial public offering of its common stock)) specified by an underwriter of common stock or other securities of Horizon, following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first final prospectus distributed in connection with any registration statement of Horizon filed under the Company which covers securities Securities Act with respect to be sold on its behalf to the public in an underwritten offering, but not it shall not, to Registrable Securities actually sold pursuant the extent requested by 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 Horizon held by it at any time during such registration statementperiod except common stock included in such registration; (ii) such Holder is satisfied provided, however, that Horizon shall utilize its reasonable best efforts to ensure that all directorsofficers and directors of Horizon, officersall ten percent security holders, and holders of 1% all other persons with registration rights granted subsequent to the date hereof enter into similar agreements and provided further that if the Company or more of any class other holder of securities of the Company are bound by substantially identical restrictions; who own more than one percent (iii1%) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder Common Stock on an "as-converted" basis shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a shorter lock-up or standoff agreement substantively identical to that signed by period, the transferring lock-up period shall be such shorter period for the Holder. The lock-Company hereby agrees that, during the period of duration (up or standoff agreement shall expire no later than to, but not exceeding, ninety (90) days after execution by the Holder if no underwritten (one hundred eighty (180) days in connection with Horizon's initial public offering has occurred of its common stock)) specified by an underwriter of common stock or other securities of Horizon, following the date of the final prospectus distributed in connection with any registration statement of Horizon filed under the Securities Act with respect to an underwritten offering, it shall not, to the extent requested by such executionunderwriter, 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 Horizon held by it at any time during such period except common stock included in such registration. The Company In order to enforce the foregoing covenant, Horizon may impose a stop-transfer restriction instructions with respect to the Registrable Securities that are that are of each Holder (and the shares or securities of every other person subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination foregoing restriction) until the end of such lockup 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 11.2. Notwithstanding the foregoing, the obligations described in this Section 11.2 shall not apply to a registration relating solely to employee benefit plans on Form S-8 or standoff agreementsimilar forms which may be promulgated in the future, or a registration 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 Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of Transfer any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is reasonably satisfied that all directors, officers, officers and holders of one percent (1% %) or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of the Company’s securities, including any directordirectors, officer, officers or holder holders of one percent (1% %) or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers Transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.