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 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 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 or other shares of the Company Common Stock or any securities convertible into or exchangeable or exercisable for shares of 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 Holders of Class B 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 Holders who include Class A 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 statementIPO Registration Statement of the Company; and (c) in the case of Holders of Class A Registrable Shares who do not request to include any Class A 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 the Securities Act; provided, however, that: (a) the restrictions above shall not apply to Class A Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and directors of the Company then holding shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock enter into agreements that are no less restrictive; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 8(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the period applicable to all Holders other than the executive officers and directors of the Company; and (d) this Section 8 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities as subject to this Section 8 and to impose stop transfer instructions with respect to the Continuing Investor Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 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 or other shares of the Company Common Stock or any securities convertible into or exchangeable or exercisable for shares of 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 the Company’s 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 statementIPO Registration Statement of the Company; and (c) in the case of all other Holders, except Stifel, 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 the Securities Act; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and directors of the Company then holding shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock enter into agreements that are no less restrictive; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 8(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the period applicable to all Holders other than the executive officers and directors of the Company; and (d) this Section 8 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities as subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 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 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) The Company and each Holder hereby agrees, and the Company agrees to cause its and Opco’s directors and executive officers to agree that, if and to : (i) during the extent requested by period beginning seven (7) days before the lead underwriter effective date of securities a Registration Statement of the Company filed in connection with a registration relating to a specific proposed public offering (other an initial Public Offering, and ending not more 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 (subject to any extension as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (x) the publication or other distribution of research reports and (y) 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) thereafter, or such other period as the H&F Stockholders may agree to with the underwriter or underwriters of such underwritten offering (the “IPO Lock-Up Period”); and (ii) only with respect to underwritten offerings following an initial Public Offering, (x) during the period beginning seven (7) days 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 a Registration Statement of the Company which covers securities to be sold on its behalf to filed under the public 1933 Act in connection with such underwritten offering or (y) in the case of an Underwritten Shelf Take-Down off of a Registration Statement filed not in connection with such underwritten offering, but not to Registrable Securities actually sold pursuant during the period from and after the date of the filing, or after the date of effectiveness of, a preliminary prospectus or prospectus supplement relating to such registration statement; offering (ii) or if there is no such Holder is satisfied that all directorsfiling, officersfrom and after the first contemporaneous press release announcing commencement of such Underwritten Shelf Take-Down), and holders of 1% or more of any class of securities of ending on such date thereafter as the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides Initiating Holder that if any securities of the Company are has initiated such Underwritten Shelf Take-Down may agree to be excluded or released in whole or part from such restrictions, with 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 underwriters 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 underwritten offering (which period shall expire in no later than event exceed ninety (90) days after execution days, subject to any extension as may be requested by the Holder if no underwritten public offering has occurred Company or an underwriter to accommodate regulatory restrictions on (x) the publication or other distribution of research reports and (y) 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 Company, each such Holder, and the Company’s and Opco’s directors and executive officers, shall not, to the extent requested by the date Company and/or any underwriter, sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of, or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Shares held by it at any time during such executionperiod, except Shares included in such registration (a “Lock-Up Restriction”). The Company may impose and each Holder shall, and the Company agrees to cause its and Opco’s directors and executive officers to, deliver to the underwriter or underwriters of any offering to which clause (i) or (ii) is applicable a stopcustomary agreement reflecting its agreement set forth in this Section 3.12; provided, that notwithstanding anything in this Section 3.12 to the contrary, from and after the two-transfer restriction year anniversary of an initial Public Offering, in no event shall any Holder (other than the Company’s and Opco’s directors and executive officers) be obligated to comply with respect this Section 3.12 unless, and only to Registrable Securities that are the extent that, such Holder is participating in the applicable underwritten offering. (b) Notwithstanding anything in Section 3.12 to the contrary, (i) no H&F Stockholder or Executive / Read Trust Stockholder shall be subject to any Lock-Up Restrictions for longer duration than that applicable to any other Holder that is participating in the applicable underwritten offering and (ii) if any Holder that is participating in the applicable underwritten offering is released from its Lock-Up Restrictions, the H&F Stockholders and Executive / Read Trust Stockholders shall be simultaneously released, on a pro rata basis, from such lockup or standoff agreement, but shall remove such restriction immediately upon Lock-Up Restrictions (it being understood and agreed that the expiration or termination of such lockup or standoff agreementCompany and each Holder initially released from its Lock-Up Restrictions must notify in writing the H&F Stockholders and Executive / Read Trust Stockholders as soon as reasonably practicable in advance thereof).

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 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 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 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 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 Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees or partners of the Holder who agree to be similarly bound) (i) in the case of the Company and each of its officers, directors and employees, in each case to the extent such person or entity holds shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock, for a period beginning 30 days prior to, and continuing for 180 days following, the effective date of, the IPO Registration Statement to the Company; (ii) in the case of such registration all other Holders who include Registrable Shares in the IPO Registration Statement, beginning 30 days prior to, and continuing for up to one hundred eighty (180) 180 days following following, the effective date of the related registration statementIPO Registration Statement of the Company, and (iii) in the case of all other Holders who do not include Registrable Shares in the IPO Registration Statement, for a period beginning 30 days prior to, and continuing for 60 days following, the effective date of an IPO Registration Statement of the Company filed under the Securities Act; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into agreements that are no less restrictive; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 8(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the 60 day period applicable to all Holders other than the executive officers and directors of the Company; and (d) this Section 8 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 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. (a) 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 Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees or partners of the date Holder who agree to be similarly bound) for a period of such registration for up to one hundred eighty sixty (18060) days following the effective date of an IPO Registration Statement of the related registration statement. The obligations of each Holder Company filed under this Section 3.12 are subject to the following conditions: Securities Act; provided, however, that: (i) the lockup or standoff agreement applies only restrictions above shall not apply to Registrable Shares sold pursuant to the first registration statement IPO Registration Statement; (ii) all executive 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 then holding shares of 1% or more of any class of securities Common Stock of the Company are bound by substantially identical restrictions; or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into similar agreements; (iii) the lockup Holders shall be allowed any concession or standoff agreement provides proportionate release allowed to any officer or director that if any securities entered into similar agreements (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 7(a)(iii) shall be construed as a right to proportionate release for the executive officers and directors of the Company are upon the expiration of the 90-day period applicable to all Holders other than the executive officers and directors of the Company; and (iv) this Section 7 shall not be excluded or released in whole or part from such restrictionsapplicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. (b) In order to enforce the foregoing covenant, the underwriter Company shall so notify each Holder within three (3) days have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 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 Registrable Shares and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the Company 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 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 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 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 Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company owned by such Holder as of the effective date of such registration an IPO Registration Statement of the Company filed under the Securities Act (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty a period of sixty (18060) days following the effective date of such IPO Registration Statement of the related registration statementCompany filed under the Securities Act; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into agreements that are no less restrictive; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 7(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the 60-day period applicable to all Holders other than the executive officers and directors of the Company; and (d) this Section 7 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 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 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 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 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 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 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 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 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 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 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 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 subject it shall deliver to the underwriter or underwriters or any such lockup offering to which clause (i) or standoff agreement(ii) is applicable a customary agreement (with customary terms, but shall remove such restriction immediately upon conditions and exceptions) that is substantially similar to the expiration agreement delivered to the underwriter or termination underwriters as the 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 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 Shares or other shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees or partners of the date of such registration for up Holder who agree to be similarly bound) within thirty (30) days prior to and one hundred eighty (180) days following either (x) the effective date of an IPO Registration Statement of the related registration statement. The obligations Company filed under the Securities Act or (y) the date of each Holder an Underwritten Offering pursuant to a Shelf Registration Statement of the Company filed under this Section 3.12 are subject the Securities Act; PROVIDED, HOWEVER, that: (a) with respect to the following conditions: (i) 180-day restriction that follows the lockup or standoff effective date of an IPO Registration Statement, such agreement applies shall be applicable only to the first registration statement such Registration Statement of the Company which that covers securities to be sold on its behalf to the public in an underwritten offering, Underwritten Offering but not to Registrable Securities actually Shares sold pursuant to such registration statementRegistration Statement; and (iib) such Holder is satisfied that all directors, officers, executive officers and holders of 1% or more of any class of securities directors of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities then holding shares of Common Stock of the Company are or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into similar agreements. 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 restrictive legends on the certificates representing the securities subject to this Section 7 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 Registrable Shares and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the Company 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 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 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 during the period of duration 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 Act pertaining to the IPO, it shall not, to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating or 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, that: (a) such agreement shall be applicable only to the first such registration statement of the date Company pertaining to the IPO; (b) all executive officers, directors and holders of one percent (1%) or more of the outstanding common stock (on an as converted to common stock basis) of the Company enter into similar agreements or arrangements; (c) such registration agreement shall provide that any discretionary releases (other than discretionary financial hardship waivers not exceeding $25,000 for any holder) from the lock-up be allocated to holders of Registrable Securities on a pro rata basis; and (d) such market stand-off time period shall not exceed one hundred eighty (180) days; provided, however, that, if during the last 17 days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject restricted period the Company issues an earnings release or material news or a material event relating to the following conditions: (i) the lockup Company occurs, or standoff agreement applies only prior to the first registration statement expiration 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 restricted period the Company are bound by substantially identical restrictions; (iii) announces that it will release earnings results during the lockup or standoff agreement provides that if any securities 16-day period beginning on the last day 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 lockand if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 1.14 shall continue to apply until the expiration of the 18-up day period beginning on the issuance of the earnings release or standoff agreement substantively identical the occurrence of the material news or material event. In order to that signed by enforce the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by foregoing covenant, the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instructions with respect to the Registrable Securities that are of each Investor (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. Notwithstanding the foregoing, the obligations described in this Section 1.14 shall not apply to a registration relating solely to employee benefit plans on Form S-4 or standoff agreementForm S-8 or similar forms that may be promulgated in the future, or to a registration relating solely to an SEC Rule 145 transaction.

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 Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees or partners of the Holder who agree to be similarly bound) (i) 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 shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock, for a period beginning 30 days prior to, and continuing for 180 days following, the effective date of, the IPO Registration Statement to the Company; (ii) in the case of such registration all other Holders who include Registrable Shares in the IPO Registration Statement, beginning 30 days prior to, and continuing for up to one hundred eighty (180) 180 days following following, the effective date of the related registration statementIPO Registration Statement of the Company, and (iii) in the case of all other Holders who do not include Registrable Shares in the IPO Registration Statement, for a period beginning 30 days prior to, and continuing for 60 days following, the effective date of an IPO Registration Statement of the Company filed under the Securities Act; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement or any other shares of Common Stock purchased after the initial public offering of shares of Common Stock of the Company; (b) all executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into agreements that are no less restrictive; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 8(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the 60 day period applicable to all Holders other than the executive officers and directors of the Company; and (d) this Section 8 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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. (a) 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 willcontract to sell, subject to the following conditionspledge, 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 grant any option, otherwise transfer or dispose of, enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of any Registrable Securities Shares or other shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees or partners of the date Holder who agree to be similarly bound) for a period of such registration for up to one hundred eighty sixty (18060) days following the effective date of an IPO Registration Statement of the related registration statement. The obligations of each Holder Company filed under this Section 3.12 are subject to the following conditions: Securities Act; provided, however, that: (i) the lockup or standoff agreement applies only restrictions above shall not apply to Registrable Shares sold pursuant to the first registration statement IPO Registration Statement; (ii) all executive 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 then holding shares of 1% or more of any class of securities Common Stock of the Company are bound by substantially identical restrictions; or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into similar agreements; (iii) the lockup Holders shall be allowed any concession or standoff agreement provides proportionate release allowed to any officer or director that if any securities entered into similar agreements (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 7(a)(iii) shall be construed as a right to proportionate release for the executive officers and directors of the Company are upon the expiration of the 60-day period applicable to all Holders other than the executive officers and directors of the Company; and (iv) this Section 7 shall not be excluded or released in whole or part from such restrictionsapplicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. (b) In order to enforce the foregoing covenant, the underwriter Company shall so notify each Holder within three (3) days have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 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 Registrable Shares and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the Company 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 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 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) 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 Registrable Securities; provided, however, that in no event shall any holders of the Company’s securities be released from the restrictions pursuant to this Section 2.12 until all Holders of the Registrable Securities are released. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by 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 that are consistent with the Holder’s obligations under this Section 2.12 or released, in proportionate amounts that are necessary 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 Holdergive further effect thereto. The lock-up or standoff agreement obligations described in this Section 2.12 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 executionnot apply to a Special Registration Statement. The Company may impose a stop-transfer restriction instructions with respect to the shares of Common Stock (or any other securities) subject to the foregoing restriction until the end of the relevant market stand-off period. Each Holder agrees that any transferee of any shares of Registrable Securities that shall be bound by Sections 2.11 and 2.12. The underwriters of the Company’s stock are subject intended third party beneficiaries of this Section 2.12 and shall have the right, power and authority to any such lockup or standoff agreement, but shall remove such restriction immediately upon enforce the expiration or termination of such lockup or standoff agreementprovisions hereof as though they were a party hereto.

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 statementIPO Registration Statement of 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 the effective date of an IPO Registration Statement of the Company filed under the Securities Act; provided, further, however, if (1) during the last seventeen (17) days of the applicable restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the 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 the occurrence of the material news or event, unless the managing underwriter in the Underwritten Offering waives, in writing, such extension or the Company is then an Emerging Growth Company (as defined under the Securities Act) and provided, further, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and directors of the Company then holding Class A Shares or securities convertible into or exchangeable or exercisable for Class A Shares enter into agreements that are no less restrictive; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 8(iii) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the period applicable to all Holders other than the executive officers and directors of the Company; and (d) this Section 8 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement or the Registrable Securities were made eligible for trading on the OTC OB or OTC QX prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities as subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 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 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 Holder hereby agrees thatthat it shall not, if and to the extent requested in writing by the lead Company or a managing 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 willpledge, subject contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for 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 sale of or otherwise transfer or dispose of or transfer any Registrable Securities Shares or other shares of the Company Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares then owned by such Holder as (other than to donees or partners of the Holder who agree to be similarly bound) for a period commencing up to thirty (30) days prior to the effective date of such registration for the IPO Registration Statement of the Company filed under the Securities Act and ending (x) in the case of the Management Holders, up to one hundred eighty (180) days following such effective date; and (y) in the case of all other Holders, up to sixty (60) days following such effective date date; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all officers and trustees of the related registration statementCompany then holding Common Shares or securities convertible into or exchangeable or exercisable for Common Shares enter into similar agreements for not less than the entire time period required of the Management Holders hereunder; and (c) the Holders shall be allowed any concession or proportionate release allowed to any Management Holder or any officer or trustee of the Company that entered into similar agreements (with such proportion being determined by dividing the number of shares being released with respect to such Management Holder, officer or trustee by the total number of issued and outstanding shares held by such Management Holder, officer or trustee); provided, that nothing in this Section 7(c) shall be construed as a right to proportionate release for the Management Holders or officers and trustees of the Company upon the expiration of the sixty (60) day period applicable to all Holders other than the Management Holders, officers and trustees of the Company. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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. (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 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 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 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 that elects to include Registrable Shares in an IPO Registration Statement of the Company 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 Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees or partners of the date Holder who agree to be similarly bound) for a period of such registration for up to one hundred and eighty (180) days days, or such shorter period as an underwriter may require, following the effective date of an IPO Registration Statement of the related registration statementCompany filed under the Securities Act; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into similar agreements; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into similar agreements (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 7(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the 60-day period applicable to all Holders other than the executive officers and directors of the Company; (d) this Section 7 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 (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 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 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 Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees or partners of the Holder who agree to be similarly bound) (i) in the case of the Company and each of its officers, directors and employees, in each case to the extent such person or entity holds shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock, for a period beginning 30 days prior to, and continuing for 180 days following, the effective date of, the IPO Registration Statement; (ii) in the case of such registration all other Holders who include Registrable Shares in the IPO Registration Statement, beginning 30 days prior to, and continuing for up to one hundred eighty (180) 180 days following following, the effective date of the related registration statementIPO Registration Statement, and (iii) in the case of all other Holders who do not include Registrable Shares in the IPO Registration Statement, for a period beginning 30 days prior to, and continuing for 60 days following, the effective date of an IPO Registration Statement filed under the Securities Act; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into agreements that are no less restrictive; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 8(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the 60 day period applicable to all Holders other than the executive officers and directors of the Company; and (d) this Section 8 shall not be applicable if a Shelf Registration Statement filed under the Securities Act has been declared effective by the Commission prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 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 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. (a) Each Holder hereby Shareholder agrees thatthat such Shareholder shall not sell or otherwise transfer, if and to dispose of, make any short sale of, grant any option for the extent requested purchase of, or enter into any hedging of similar transaction with the same economic effect as a sale of, any common stock (or other securities) of GT Biopharma held by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering such Shareholder (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 those included in the following conditions, enter into a lock-up or standoff agreement in customary form (subject to registration) during 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 day period 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 initial registration statement of the Company which covers filed under the Securities Act (or such longer period as the underwriters or GT Biopharma shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation). The foregoing provisions of this Section 1.12 shall not apply to the sale of any securities to an underwriter pursuant to an underwriting agreement and shall only be sold on its behalf applicable to the Shareholders if all then current officers and directors and greater than one percent (1%) stockholders of GT Biopharma enter into similar agreements. The underwriters in connection with any public in an underwritten offering, but not offering subject to Registrable Securities actually sold pursuant the provisions of this Section 1.12 are intended third party beneficiaries of this Section 1.12 and shall have the right to enforce the provisions hereof as though they were a party hereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by GT Biopharma or the underwriters shall apply to all Shareholders subject to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class agreements pro rata based on the number of securities subject to such agreements, unless waived by the Shareholders of a majority of the Company are bound by substantially identical restrictions; GT Biopharma Shares. (iiib) 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 lockup future, or standoff agreement provides a registration relating solely to a Rule 145 transaction on Form S-4 or similar forms that if any securities of may be promulgated in 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 future. GT Biopharma may impose stop-transfer instructions 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 securities subject to the foregoing restriction until the end of the Company subject applicable periods. Each Shareholder agrees to such restrictions; and (iv) the lockup or execute a market standoff agreement by its terms permits transfers with the underwriters in customary form consistent with the provisions 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 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 1.12.

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 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 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 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. (a) 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 willcontract to sell, subject to the following conditionspledge, 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 grant any option, otherwise transfer or dispose of, enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of any Registrable Securities Shares or other shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees or partners of the date Holder who agree to be similarly bound) for a period of such registration for up to one hundred eighty sixty (18060) days following the effective date of an IPO Registration Statement of the related registration statement. The obligations of each Holder Company filed under this Section 3.12 are subject to the following conditions: Securities Act; provided, however, that: (i) the lockup or standoff agreement applies only restrictions above shall not apply to Registrable Shares sold pursuant to the first registration statement IPO Registration Statement; (ii) all executive 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 then holding shares of 1% or more of any class of securities Common Stock of the Company are bound by substantially identical restrictionsor securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into similar agreements; and (iii) the lockup Holders shall be allowed any concession or standoff agreement provides proportionate release allowed to any executive officer or director that if any securities entered into similar agreements (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 7(a)(iii) shall be construed as a right to proportionate release for the executive officers and directors of the Company are upon the expiration of the 60-day period applicable to be excluded or released in whole or part from such restrictionsall Holders other than the executive officers and directors of the Company. (b) In order to enforce the foregoing covenant, the underwriter Company shall so notify each Holder within three (3) days have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 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 Registrable Shares and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the Company 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 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 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 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 Common Shares of the Company or any securities convertible into or exchangeable or exercisable for Common Shares of the Company then owned by such Holder as (other than to donees or partners of the Holder who agree to be similarly bound) for a period (x) in the case of the Company’s officers, trustees, managers and employees and the Manager, in each case to the extent such Holder holds Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, beginning on the effective date of such registration of, and continuing for up to one hundred eighty (180) days following the effective date of, the IPO Registration Statement of the related registration statement. The obligations Company; and (y) in the case of all other Holders, beginning on the effective date of, and continuing for sixty (60) days following the effective date of, the IPO Registration Statement of the Company; provided, however, that: (a) all executive officers and trustees of the Company then holding Common Shares of the Company or securities convertible into or exchangeable or exercisable for Common Shares of the Company enter into agreements that are no less restrictive; and (b) the Holders shall be allowed any concession or proportionate release allowed to any officer or trustee that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or trustee by the total number of issued and outstanding shares held by such officer or trustee); provided, that nothing in this Section 8(c) shall be construed as a right to proportionate release for the executive officers and trustees of the Company upon the expiration of the sixty (60) day period applicable to all Holders other than the executive officers and trustees of the Company; In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 during the period of duration (up to, but not exceeding, 180 days) specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective date of a registration statement of the Company filed under the Act, it 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 of the date of period except Common Stock included in such registration for up to one hundred eighty registration; provided, however, that: (180a) 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 such agreement applies shall be applicable only to the first such registration statement of the Company which covers securities Common Stock (or other securities) to be sold on its behalf to the public in an underwritten offering, but not ; (b) all officers and directors of the Company and all one- percent (1%) securityholders are bound by and have entered into similar agreements; and (c) to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied the extent that all directors, officers, the Company and holders the underwriter of 1% the Company's Common Stock or more of any class of other securities of the Company are bound releases any Registrable Securities from the obligations of this Section 1.14, such release shall apply on a pro-rata basis such that each Holder is entitled to release from the restrictions imposed by substantially identical restrictions; this Section 1.14 that number of Registrable Securities obtained by multiplying (iiii) the lockup proportion of Registrable Securities held by such Holder to the total number of Registrable Securities then outstanding by (ii) the aggregate number of Registrable Securities released. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or standoff agreement provides that if any securities of every other person subject to the Company are to be excluded or released in whole or part from foregoing restriction) until the end of such restrictionsperiod, the underwriter shall so notify each Holder within three (3) days 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 1.14. Notwithstanding the foregoing, the obligations described in this Section 1.14 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be excluded or released, promulgated 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 an SEC Rule 145 transaction on Form S-4 or more of any class of securities of similar forms which 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 execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities 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 agreementfuture.

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 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 and an underwriter managing an underwritten offering of the Company's securities, each Holder hereby agrees that, if except for such sales, transfers and to other dispositions which, in the extent requested by the lead underwriter of securities aggregate, do not exceed 1% 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's outstanding Common Stock at the time of effectiveness, 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 or other shares held by such Holder without the prior written consent of the Company owned by and such Holder as of the date of such registration underwriter for up a period not to one hundred eighty exceed ninety (18090) 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 filed under the Securities Act (the "Lock-up Period"); provided, however, that no such Holder shall be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant subject to such registration statement; (ii) restriction if any other holder of the Company's securities who holds a greater or equal percentage of the Company's outstanding Common Stock than such Holder is satisfied not similarly restricted; and, provided further, 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 free to the extent sell any 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 held by any Holder to any Affiliate of such Holder during the restricted periodSelling Period if, provided prior to the Selling Period there has not been a period of thirty consecutive (30) days during which such Holder was free to sell Registrable Securities pursuant to an effective registration statement of the Company that such Affiliate executes was not subject to a lock-up or standoff agreement substantively identical suspension notice issued pursuant to that signed by the transferring Holder. The lock-up or standoff Section 2(b). (b) Such agreement shall expire no later than ninety apply to any underwritten registration of the Company. (90c) days after execution by The obligations described in this Section 8 shall not apply to a registration relating solely to the Holder if no underwritten public offering has occurred by sale of securities to participants in a stock option or stock purchase plan, a registration on any form that does not include substantially the date same information that would be required to be included in a registration statement covering the sale of such executionthe Registrable Securities, or a registration on Form S-4. The Company may impose a stop-transfer restriction instructions with respect to the Registrable Securities that are subject to the foregoing restriction until the end of the Lock-up Period. The Company may not waive or terminate its rights under any market stand-off agreement with any employee, director, Holder, or other shareholder unless each Holder is granted a similar waiver on a pro rata basis or unless the Holders of a majority of the Registrable Securities consent to such lockup waiver or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementtermination.

Market Stand-Off Agreement. Each Holder hereby agrees thatthat --------------------------- during the period of duration (up to, if but not exceeding one hundred eighty (180) days) specified by the Company and the lead underwriter following the effective date of a registration statement of the Company filed under the Act, it shall not, 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)underwriter, 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 Common Stock of the Company owned held by it at any time during such period except Common Stock included in such registration; provided, however, that: (a) such agreement shall be applicable only to the first such registration statement of the Company which covers Common Stock (or other securities) to be sold on its behalf to the public in an underwritten offering; and (b) each officer, director and holder of one percent (1%) of the equity of the Company and all other persons with registration rights (whether or not pursuant to this Agreement) enters into and is bound by a similar agreement. Notwithstanding anything herein to the contrary, this Section 2.16 shall not be construed to restrict any Purchaser or its affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of its or its affiliates' business, with respect to shares acquired in the public markets. To enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of the Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period, and each Holder agrees that, if so requested, such Holder as will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of the date this Section 2.16. The Company further covenants that it shall use its reasonable best efforts to cause its officers, directors, and one percent (1%) shareholders, and all other persons with registration rights, to enter into similar market stand off agreements with a duration 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 a registration statement of the Company which covers securities to be sold on its behalf to that is not the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to Company's first 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 statement as described 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 subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementSection 2.16(a).

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 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 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, pledge, sell, contract to a specific proposed public offering sell, sell any option or contract to purchase, purchase any option or 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 willgrant any option, subject to right or warrant for 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 sale of or otherwise transfer or dispose of any Registrable Securities Shares or other shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees, partners or other transferees of the date Holder who agree to be similarly bound) for a period of such registration for up to one hundred eighty (180i) 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 IPO Registration Statement of the Company which covers securities filed under the Securities Act or (ii) 60 days following the date of an Underwritten Offering by the Company pursuant to be sold on its behalf a Shelf Registration Statement of the Company filed under the Securities Act; provided, however, that: (a) with respect to the public in 180-day restriction that follows the effective date of the IPO Registration Statement and the 60-day period that follows the date of an underwritten offeringUnderwritten Offering pursuant to a Shelf Registration Statement, but such agreement shall not be applicable to Registrable Securities actually Shares sold pursuant to such registration statement; IPO Registration Statement or Shelf Registration Statement, as the case may be; (iib) such Holder is satisfied that all directors, officers, executive officers and holders of 1% or more of any class of securities directors of the Company are bound by substantially identical restrictions; (iii) the lockup and Hyperion Crystal River then holding shares of Common Stock or standoff agreement provides that if any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are shall enter into similar agreements for not less than the entire time period required of the Holders hereunder; and (c) the Holders shall be allowed any concession or proportionate release allowed to be excluded any executive officer or released in whole or part from such restrictionsdirector that entered into similar agreements. In order to enforce the foregoing covenant, the underwriter Company shall so notify each Holder within three (3) days have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 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 Registrable Shares and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the Company 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 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 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 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 Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees or partners of the Holder who agree to be similarly bound) for a period (i) in the case of the Company’s officers, directors and employees, in each case to the extent such person or entity holds shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock, beginning on the effective date of, and continuing for 180 days following the effective date of, the IPO Registration Statement of such registration the Company; and (ii) in the case of all other Holders, beginning on the effective date of, and continuing for up to one hundred eighty (180) 60 days following the effective date of the related registration statementIPO Registration Statement of the Company; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into agreements that are no less restrictive; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, however nothing in this Section 8(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the 60 day period applicable to all Holders other than the executive officers and directors of the Company; and (d) this Section 8 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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. (a) Each Holder hereby agrees thatshall 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 any public offering of the Company’s Common Stock or other equity securities, directly or indirectly sell, offer 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 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 or Qualifiable Securities (other shares of the Company owned by such Holder as of the date than to donees, heir, legatees or devisees of such registration Holder) within 14 days prior to, and for up to one hundred eighty (180) 90 days following following, the effective date or qualification date, as applicable, of the related a registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup statement or standoff agreement applies only to the first registration offering statement of the Company which covers filed under the Securities Act or the date of an underwriting agreement with respect to an underwritten public offering of the Company’s securities (the “Stand-Off Period”); provided, however, that: (1) with respect to any Stand-Off Period, such agreement to stand-off shall not be applicable to the Registrable Securities to be sold on its the Holder’s behalf to the public in an such underwritten offering, but not to Registrable Securities actually sold offering pursuant to such registration statement; Demand Registration Statement or Qualifiable Securities to be sold on the Holder’s behalf to the public in such underwritten offering pursuant to such Qualification Demand Offering Statement; (ii2) such Holder is satisfied that all directors, officers, executive officers and holders of 1% or more of any class of securities directors of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities then holding shares of the Company are to be excluded or released in whole or part from such restrictions, the underwriter Common Stock shall so notify each Holder within three enter into similar agreements; (3) days and the Company shall use commercially reasonable efforts to obtain similar agreements from each 5% or greater stockholder of the Company; and (4) each Holder shall be excluded allowed any concession or releasedproportionate release allowed to any (i) officer, in proportionate amounts to the extent (ii) director or (iii) other 5% or greater stockholder of the exclusion or release Company that entered into similar agreements. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Registrable Securities and Qualifiable Securities subject to this Section 6 and to impose stop transfer instructions with respect to any other holder the Registrable Securities and Qualifiable Securities of Company’s securities, including any director, officer, each Holder (and the Common 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 end of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lockStand-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 subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementOff 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 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 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 Company or the lead underwriter managing underwriter(s) 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 Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees or partners of the Holder who agree to be similarly bound) (i) 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 shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock, for a period beginning on the effective date of, and continuing for 180 days following the effective date of, the IPO Registration Statement to the Company; (ii) 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) 180 days following the effective date of the related registration statementIPO Registration Statement of the Company, and (iii) in the case of all other Holders who do not include Registrable Shares in the IPO Registration Statement, for a period of 60 days following the effective date of an IPO Registration Statement of the Company filed under the Securities Act; provided, however, (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into agreements that are no less restrictive; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 8(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the 60 day period applicable to all Holders other than the executive officers and directors of the Company; and (d) this Section 8 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 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 Common Stock or any securities convertible into or exchangeable or exercisable for shares of Class A Common Stock then owned by such Holder as (other than to donees or members of the Holder who agree to be similarly bound) for a period beginning on the effective date of, and continuing for 180 days ( or such lesser period as the lead underwriter or managing underwriters may permit) following the effective date of, an IPO Registration Statement; provided, however, if (1) during the last 17 days of the applicable restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the applicable restricted period, the Company announces that it will release earnings results during the 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 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or event, unless the managing underwriter in the Underwritten Offering waives, in writing, such registration extension or the Company is then an Emerging Growth Company (as defined under the Securities Act) and provided, further, however, that: (a) all other Persons (including any New Holders) with shares of Class A Common Stock included in such IPO Registration Statement, and all executive officers and directors of the Company then holding shares of Class A Common Stock or securities convertible into or exchangeable or exercisable for up shares of Class A Common Stock enter into agreements that are no less restrictive than the restrictions applicable to one the Holders; (b) the Holders shall be allowed any concession or proportionate release allowed to any other Person that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such other Person by the total number of issued and outstanding shares held by such other Person); provided, that nothing in this Section 7(b) shall be construed as a right to proportionate release for such other Persons upon the expiration of the one-hundred and eighty (180) days following day period applicable to all Holders other than the effective date executive officers and directors of the related registration statement. The obligations Company; and In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates, if any, representing the securities subject to this Section 7 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 during the period of duration (up to, but not exceeding, 180 days) specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective date of a registration statement of the Company filed under the Act, it 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 of the date of period except Common Stock included in such registration for up to one hundred eighty registration; provided, however, that: (180a) 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 such agreement applies shall be applicable only to the first such registration statement of the Company which covers securities Common Stock (or other securities) to be sold on its behalf to the public in an underwritten offering, but not ; (b) all officers and directors of the Company and all one- percent (1%) securityholders are bound by and have entered into similar agreements; and (c) to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied the extent that all directors, officers, the Company and holders the underwriter of 1% the Company's Common Stock or more of any class of other securities of the Company are bound releases any Registrable Securities from the obligations of this Section 1.14, such release shall apply on a pro-rata basis such that each Holder is entitled to release from the restrictions imposed by substantially identical restrictions; this Section 1.14 that number of Registrable Securities obtained by multiplying (iiii) the lockup proportion of Registrable Securities held by such Holder to the total number of Registrable Securities then outstanding by (ii) the aggregate number of Registrable Securities released. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or standoff agreement provides that if any securities of every other person subject to the Company are to be excluded or released in whole or part from foregoing restriction) until the end of such restrictionsperiod, the underwriter shall so notify each Holder within three (3) days 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 1.14. Notwithstanding the foregoing, the obligations described in this Section 1.14 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be excluded or released, promulgated 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 an SEC Rule 145 transaction on Form S-4 or more of any class of securities of similar forms which 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 execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities 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 agreementfuture.

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 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 thatSeller and Seller Principals agree that the Seller will not sell or otherwise transfer, if and to 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, of the Company in connection with Shares during the period commencing on the Closing Date and ending on a registration relating date determined by GlyEco for a period of up to 12 months following the Closing Date. To further evidence this Agreement, Seller will execute 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 market standoff agreement with said underwriters and broking institutions in customary form (subject to consistent with the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose provisions 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 10.8. In order to enforce 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 offeringforegoing agreements, 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 GlyEco may impose stop-transfer instructions 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) Shares 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. Seller and Selling Principal agree and acknowledge that a legend reading substantially as follows may be placed on all certificates representing the restricted periodShares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP, provided that such Affiliate executes a lockAS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS ON FILE AT THE COMPANY’S PRINCIPAL OFFICE. SUCH LOCK-up or standoff agreement substantively identical to that signed by the transferring HolderUP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. The lock-up or standoff agreement shall expire no later than ninety THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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 subject to any such lockup or standoff agreementTHE SECURITIES ACT), but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementAND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

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 Common Shares of the Company or any securities convertible into or exchangeable or exercisable for Common Shares of the Company then owned by such Holder as (other than to donees or partners of the Holder who agree to be similarly bound) for a period (x) in the case of the Company’s officers, trustees, managers and employees and the Manager, in each case to the extent such Holder holds Common Shares or securities convertible into or exchangeable or exercisable for Common Shares, beginning on the effective date of such registration of, and continuing for up to one hundred eighty (180) days following the effective date of, the IPO Registration Statement of the related registration statementCompany; and (y) in the case of all other Holders, beginning on the effective date of, and continuing for sixty (60) days following the effective date of, the IPO Registration Statement of the Company; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and trustees of the Company then holding Common Shares of the Company or securities convertible into or exchangeable or exercisable for Common Shares of the Company enter into agreements that are no less restrictive; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or trustee that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or trustee by the total number of issued and outstanding shares held by such officer or trustee); provided, that nothing in this Section 8(c) shall be construed as a right to proportionate release for the executive officers and trustees of the Company upon the expiration of the sixty (60) day period applicable to all Holders other than the executive officers and trustees of the Company; and (d) this Section 8 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 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 Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees or partners of the Holder who agree to be similarly bound) for a period (x) in the case of the Company’s officers, directors, managers or employees, in each case to the extent such Holder holds shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock, beginning on the effective date of, and continuing for a period of such registration for up to one hundred eighty (180) days following the effective date of, the IPO Registration Statement of the related registration statement. The obligations Company; and (y) in the case of each Holder under this Section 3.12 are subject all other Holders, beginning on the effective date of, and continuing for a period of up to sixty (60) days following the effective date of, the IPO Registration Statement of the Company; provided, however, that: (a) with respect to the following conditions: Holders (i) other than the lockup Company’s officers, directors, managers or standoff agreement applies only employees), the restrictions above shall not apply to the first registration statement any shares of Common Stock of the Company which covers securities to be sold on its behalf to acquired in the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; open market following the effective date of the IPO Registration Statement; (iib) such Holder is satisfied that all directors, officers, executive officers and holders of 1% or more of any class of securities directors of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into agreements that are no less restrictive; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 8(d) shall be excluded or released construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the sixty (60) day period applicable to all Holders other than the executive officers and directors of the Company; and (d) with respect to the restrictions set forth in whole or part from such restrictionsclause (y) above, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in allowed a proportionate amounts release granted to any other Holder (with such proportion being determined by dividing the extent number of the exclusion or release shares being released with respect to any other holder such Holder by the total number of Company’s securitiesissued and outstanding shares held by such Holder). In order to enforce the foregoing covenant, including any director, officer, or holder of 1% or more of any class of securities of the Company shall have the right to place restrictive legends on the certificates representing the securities subject to such restrictions; this Section 8 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-stop transfer restriction instructions with respect to the Registrable Securities that are Shares and such other securities of each Holder (and the 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.

Market Stand-Off Agreement. Each Holder hereby agrees that(a) In connection with an Initial Public Offering (whether such offering was initiated by the Company, the Initiating Holders or the Series B Investors pursuant to the terms and conditions set forth in the Series B Registration Rights Agreement), if and to the extent requested by the lead underwriter of securities Company upon the recommendation 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 Board of Directors and 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)underwriter, 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 Holders agree 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 them during the date of such registration for up to one hundred eighty (180) days day period 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 statementAct; (ii) such Holder is satisfied provided that all directors, officers, and holders Other Stockholders who own more than one percent (1%) of 1% or more of any class of securities the outstanding Common Stock of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities and all officers and directors of the Company are to be excluded or released in whole or part from such restrictions, enter into agreements with substantially the underwriter shall so notify each Holder within three (3) days same terms and each Holder conditions. Such agreement shall be excluded or released, in proportionate amounts writing in form satisfactory 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 and 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 executionunderwriter. The Company may impose a stop-transfer restriction instructions with respect to Registrable Securities that are the shares (or securities) subject to the foregoing restriction until the end of said one hundred eighty (180)-day period. (b) In connection with any such lockup or standoff agreementregistration other than an Initial Public Offering, but shall remove such restriction immediately if requested by the Company upon the expiration recommendation of the Board of Directors and an underwriter, the Holders shall not sell or termination otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by them during the one hundred eighty day (180) day period following the effective date of a registration statement of the Company filed under the Securities Act; provided that all Other Stockholders and all officers and directors of the Company enter into agreements with substantially the same terms and conditions. Such agreement shall be in writing in form satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of said one hundred eighty day (180) day period. (c) Each Holder further agrees that, upon the written request of the underwriter specified in Section 11(a) or Section 11(b) above, such holder shall execute a reasonable and customary “lockup letter” or similar instrument, that in the opinion of the Holder fairly reflects the restrictions set forth in Section 11(a) or Section 11(b) as applicable. In addition, each Holder agrees that, any demand registration right exercised pursuant to Section 2 hereof during the market standoff agreementperiod shall not be publicly disclosed, and a registration statement shall not be required to be filed, during such period specified in Section 11(a) or Section 11(b) above, as applicable, without the prior consent of the underwriter.

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 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 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 Common Stock, or any securities convertible into or exchangeable or exercisable for shares of Common Stock, then owned by such Holder as (other than to donees or partners of the date Holder who agree to be similarly bound) (i) in the case of the Company and each of its officers, directors, managers and employees, in each case to the extent such registration person or entity holds shares of Common Stock or securities convertible into or exchangeable or exercisable for up to one hundred eighty (180) shares of Common Stock, for a period beginning 30 days following prior to, and continuing for 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 statementIPO Registration Statement; (ii) such Holder is satisfied that in the case of all directorsother Holders who include Registrable Shares in the IPO Registration Statement, officersbeginning 30 days prior to, and holders continuing for 180 days following, the effective date of 1% the IPO Registration Statement, and (iii) in the case of all other Holders who do not include Registrable Shares in the IPO Registration Statement, for a period beginning 30 days prior to, and continuing for 60 days following, the effective date of an IPO Registration Statement; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement or more any other shares of any class Common Stock purchased after the initial public offering of securities shares of Common Stock of the Company; (b) all Affiliated Holders and all executive officers and directors of the Company then holding shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock enter into agreements that are bound by substantially identical restrictions; no less restrictive; (iiic) the lockup Holders shall be allowed any concession or standoff agreement provides proportionate release allowed to any officer or director that if any securities entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 9(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company are upon the expiration of the 60 day period applicable to all Holders other than the executive officers and directors of the Company; and (d) this Section 9 shall not be excluded or released in whole or part from such restrictionsapplicable if a Mandatory Shelf Registration Statement has been declared effective prior to an IPO Registration Statement being declared effective. In order to enforce the foregoing covenant, the underwriter Company shall so notify each Holder within three (3) days have the right to place restrictive legends on the certificates or book-entry designations representing the securities subject to this Section 9 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 Registrable Shares and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the Company 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 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 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 Company and 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 Class A Common Stock in the Company or any securities convertible into or exchangeable or exercisable for shares of 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) (i) 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 shares of Class A Common Stock or securities convertible into or exchangeable or exercisable for shares of Class A Common Stock, 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; (ii) 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 statementIPO Registration Statement of the Company, and (iii) in the case of all other Holders who do not include Registrable Shares in the IPO Registration Statement sixty (60) days following the effective date of an IPO Registration Statement of the Company filed under the Securities Act; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and directors of the Company then holding shares of Class A Common Stock or securities convertible into or exchangeable or exercisable for shares of Class A Common Stock enter into agreements that are no less restrictive than the restrictions applicable to the Holders; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 7(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the period applicable to all Holders other than the executive officers and directors of the Company; and (d) this Section 7 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates, if any, representing the securities subject to this Section 7 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 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 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 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 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. 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 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 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 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 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 thatCompany Shareholders agree that they will not sell or otherwise transfer, if and to 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, of the Shares during the period commencing on the Closing Date and ending on a date determined by Purchaser, but in no event later than the last day of the twelfth month following the Closing. Upon the first day of the thirteenth month following the Closing, Company in connection with Shareholders shall have full right to sell all Shares to any party it so determines. To further evidence this Agreement, Company Shareholders will execute 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 market standoff agreement with said underwriters and broking institutions in customary form (subject to consistent with the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose provisions 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 8.7. In order to enforce 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 offeringforegoing agreements, 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 Purchaser may impose stop-transfer instructions 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) Shares 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. Company Shareholders agree and acknowledge that a legend reading substantially as follows may be placed on all certificates representing the restricted periodShares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 12 MONTHS FROM THE DATE OF ISSUE OF THIS CERTIFICATE, provided that such Affiliate executes a lockAS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS ON FILE AT THE COMPANY’S PRINCIPAL OFFICE. SUCH LOCK-up or standoff agreement substantively identical to that signed by the transferring HolderUP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. The lock-up or standoff agreement shall expire no later than ninety THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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 subject to any such lockup or standoff agreementTHE SECURITIES ACT), but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementAND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

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, pledge, sell, contract to a specific proposed public offering sell, sell any option or contract to purchase, purchase any option or 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 willgrant any option, subject to right or warrant for 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 sale of or otherwise transfer or dispose of any Registrable Securities Shares or other shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees, partners or other transferees of the date Holder who agree to be similarly bound) for a period of such registration for up to one hundred eighty (180i) 60 days following the effective date of the related registration statement. The obligations IPO Registration Statement of each Holder the Company filed under this Section 3.12 are subject the Securities Act or (ii) 60 days following the date of an Underwritten Offering by the Company pursuant to the following conditions: (i) the lockup or standoff agreement applies only to the first a shelf registration statement of the Company which covers securities to be sold on its behalf filed under the Securities Act; provided, however, that: (a) with respect to the public in 60-day restriction that follows the effective date of the IPO Registration Statement and the 60-day period that follows the date of an underwritten offeringUnderwritten Offering pursuant to a Shelf Registration Statement, but such agreement shall not be applicable to Registrable Securities actually Shares sold pursuant to such registration statement; IPO Registration Statement or Shelf Registration Statement, as the case may be; (iib) such Holder is satisfied that all directors, officers, executive officers and holders of 1% or more of any class of securities directors of the Company are bound by substantially identical restrictions; (iii) and the lockup Manager then holding shares of Common Stock or standoff agreement provides that if any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are shall enter into similar agreements for not less than the entire time period required of the Holders hereunder; and (c) the Holders shall be allowed any concession or proportionate release allowed to be excluded any executive officer or released in whole or part from such restrictionsdirector that entered into similar agreements. In order to enforce the foregoing covenant, the underwriter Company shall so notify each Holder within three (3) days have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 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 Registrable Shares and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the Company 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 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 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 thatand Common Holder shall not sell or otherwise transfer, if and to 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 of, 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 or Common Holder (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 those included in the following conditions, enter into a lock-up or standoff agreement in customary form registration) during the six (subject to the following conditions6) 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 month period following the effective date of the related registration statementRegistration Statement on Form S-1 for the Company’s Initial Public Offering filed under the Securities Act (such date the “Effective Date”). Each Holder and Common Holder (other than JLP Consulting LLC and Morten Mernoe) shall not 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 other securities) of the Company held by such Holder or Common Holder (other than those included in the registration) during the eighteen (18) month period following the Effective Date, unless a shorter period is approved by 66-2/3% of the then outstanding shares of Common Stock held by the Holders and Common Holders (voting together as a single class on an as-converted basis) (such shorter period, the “Reduced Lock-Up Period”); provided that such Reduced Lock-Up Period shall be no less than six (6) months from the Effective Date. The obligations of each Holder under described in this Section 3.12 are subject 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in 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, 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 2.8(c) hereof with respect to Registrable Securities that are the shares of Common Stock (or other 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 eighteen (18) month period or the Reduced Lock-Up Period, as applicable. Each Holder and Common Holder agrees to execute a market standoff agreementagreement with said underwriters in customary form for a period of at least six (6) months.

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. “COMPANY” Date: 8/20/10 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 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 By: /s/ Txx Xxxxxx Name: Txx Xxxxxx (Print) Title: Relationship Manager

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to during 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 and eighty (180) days day period following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject first sale to the following conditions: (i) the lockup or standoff agreement applies only public pursuant to the first registration statement of the Company which filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period other than Registrable Securities held by such Holder included in such registration; provided, however, that: (a) all officers and directors of the Company and all members owning at least 1% of the outstanding Common Shares of the Company enter into similar agreements; (b) the Market Stand-Off provided for in this Section 1.12 shall be applicable only to the first such registration statement of the Company that covers securities to be sold on its behalf to the public in an underwritten offering, offering but not to the Registrable Securities actually sold pursuant to such registration statement; and (iic) such Holder is satisfied that all directors, officersnothing in this Section 1.12 shall prohibit, 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 lock-up agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictionsentered into hereunder shall permit, the underwriter shall so notify each transfer by a 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 a member of such Holder during the restricted periodHolder’s immediate family or to a partner or member or affiliate of such Holder, provided that or such Affiliate executes partner or member’s partner or member, so long as such transferee also agrees to enter into and be bound by a lock-up or standoff agreement substantively substantially identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution required by this Section 1.12. In order to enforce the Holder if no underwritten public offering has occurred by foregoing covenant, the date of such execution. The Company may impose a stop-stop transfer restriction instructions with respect to the Registrable Securities that are of each Holder (and the Common Shares or other 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. Notwithstanding the foregoing, the obligations described in this Section 1.12 shall not apply to a registration relating solely to employee benefit plans on Form S-8 or standoff agreementsuccessor or similar forms which may be promulgated in the future, or a registration relating solely to a Rule 145 transaction on Form S-4 or successor or similar forms which may be promulgated by the SEC 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 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 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 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, pledge, sell, contract to a specific proposed public offering sell, sell any option or contract to purchase, purchase any option or 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 willgrant any option, subject to right or warrant for 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 sale of or otherwise transfer or dispose of any Registrable Securities Shares or other shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees, partners or other transferees of the date Holder who agree to be similarly bound) for a period of such registration for up to one hundred eighty (180i) 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 IPO Registration Statement of the Company which covers securities filed under the Securities Act or (ii) 60 days following the date of an Underwritten Offering by the Company pursuant to be sold on its behalf a Shelf Registration Statement of the Company filed under the Securities Act; provided, however, that: (a) with respect to the public in 180-day restriction that follows the effective date of the IPO Registration Statement and the 60-day period that follows the date of an underwritten offeringUnderwritten Offering pursuant to a Shelf Registration Statement, but such agreement shall not be applicable to Registrable Securities actually Shares sold pursuant to such registration statement; IPO Registration Statement or Shelf Registration Statement, as the case may be; (iib) such Holder is satisfied that all directors, officers, executive officers and holders of 1% or more of any class of securities directors of the Company are bound by substantially identical restrictions; and GSCP (iii) the lockup NJ), L.P. then holding shares of Common Stock or standoff agreement provides that if any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are shall enter into similar agreements for not less than the entire time period required of the Holders hereunder; and (c) the Holders shall be allowed any concession or proportionate release allowed to be excluded any executive officer or released in whole or part from such restrictionsdirector that entered into similar agreements. In order to enforce the foregoing covenant, the underwriter Company shall so notify each Holder within three (3) days have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 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 Registrable Shares and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the Company 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 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 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. (a) Each Holder hereby agrees thatthat during the period of duration (up to, if but not exceeding one hundred eighty (180) days specified by the Company and the lead underwriter following the effective date of a registration statement of the Company filed under the Act, it shall not, 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)underwriter, 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 Common Stock of the Company owned held by it at any time during such Holder as of the date of period except Common Stock included 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 this Section 3.12 are subject to the following conditions: registration; provided, however, that (i) the lockup or standoff such agreement applies shall be applicable only to the first such registration statement of the Company which covers securities Common Stock (or other 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; and (ii) such Holder is satisfied that all directorsagreement shall only be applicable to the Holders if each officer, officers, director and holders holder of one percent (1% or more %) of any class of securities the equity of the Company and all other persons with registration rights (whether or not pursuant to this Agreement) enters into a similar agreement. The underwriters in connection with the Company's initial public offering are bound intended third-party beneficiaries of this Section 2.15 and shall have the 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 substantially identical restrictions; (iii) the lockup underwriters in the Company's initial public offering that are consistent with this Section 2.15 or standoff agreement provides that if any securities are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company are or the underwriters shall apply to be excluded or released in whole or part from all Holders subject to such restrictionsagreements pro rata based on the number of shares subject to such agreements. To enforce the foregoing covenant, 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 Company may impose stop-transfer instructions with respect to any other holder the Registrable Securities of Company’s securities, including any director, officer, the Holder (and the shares or holder of 1% or more of any class of securities of the Company every other person subject to the foregoing restriction) until the end of such restrictions; and period. (ivb) the lockup or standoff agreement by its terms permits transfers of Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities by any of each Holder to any Affiliate (and the shares or securities 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 every other person subject to any such lockup or standoff agreementthe restriction contained in this Section 2.15): THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementAS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.

Market Stand-Off Agreement. Each Holder hereby agrees thatthat it shall not, if and to the extent requested in writing by the lead Company or a managing 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 willpledge, subject contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for 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 sale of or otherwise transfer or dispose of or transfer any Registrable Securities Shares or other shares of the Company Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock then owned by such Holder as (other than to donees or partners of the date Holder who agree to be similarly bound) for a period ending (x) in the case of such registration for up to Lexington and the Management Holders, one hundred eighty (180) days following such effective date; and (y) in the case of all other Holders, sixty (60) days following such effective date date; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all officers and directors of the related registration statementCompany then holding shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock enter into similar agreements for not less than the entire time period required of Lexington and the Management Holders hereunder; (c) the restrictions above shall not apply to (i) option exercises so long as the optionee does not transfer the shares of Common Stock received as a result of any such exercise, and (ii) bona fide gifts or transfers to family members, trusts or affiliates effected for estate planning purposes; and (d) the Holders shall be allowed any concession or proportionate release allowed to Lexington, any Management Holder or any officer or director of the Company that entered into similar agreements (with such proportion being determined by dividing the number of shares being released with respect to Lexington, such Management Holder, officer or director by the total number of issued and outstanding shares held by Lexington, such Management Holder, officer or director); provided, that nothing in this Section 7(c) shall be construed as a right to proportionate release for Lexington, the Management Holders or officers and directors of the Company upon the expiration of the sixty (60) day period applicable to all Holders other than Lexington, the Management Holders, officers and directors of the Company. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 thatthat it shall not, if and to the extent requested in writing by the lead Company or a managing 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 willpledge, subject contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for 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 sale of or otherwise transfer or dispose of or transfer any Registrable Securities Shares or other shares of the Company Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock then owned by such Holder as (other than to donees or partners of the Holder who agree to be similarly bound) for a period commencing thirty (30) days prior to the effective date of such registration for up to the IPO Registration Statement of the Company filed under the Securities Act and ending (x) in the case of the Original Holders and the Management Holders, one hundred eighty (180) days following such effective date; and (y) in the case of all other Holders, sixty (60) days following such effective date date; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and directors of the related registration statementCompany then holding shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock enter into similar agreements for not less than the entire time period required of the Original Holders and the Management Holders hereunder; and (c) the Holders shall be allowed any concession or proportionate release allowed to any Original Holders, Management Holder or executive officer or director of the Company that entered into similar agreements (with such proportion being determined by dividing the number of shares being released with respect to such Original Holders, Management Holder, executive officer or director by the total number of issued and outstanding shares held by such Original Holders, Management Holder, executive officer or director); provided, that nothing in this Section 7(c) shall be construed as a right to proportionate release for the Original Holders, the Management Holders or the executive officers and directors of the Company upon the expiration of the sixty (60) day period applicable to all Holders other than the Original Holders, the Management Holders and the executive officers and directors of the Company. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 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 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 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 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 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 thatthat it shall not, if and to the extent requested by the lead Partnership or an underwriter of securities of the Company in connection with a registration relating Partnership, 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 Units or other shares of the Company Units or any securities convertible into or exchangeable or exercisable for Units 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) 75 days following the effective date of a registration statement (other than the related registration statement. The obligations Mandatory Shelf Registration Statement) for an initial public offering of each Holder securities by the Partnership filed under this Section 3.12 the Securities Act (an "IPO REGISTRATION STATEMENT"); provided, however, that: (a) the restrictions above shall not apply to Registrable Units sold pursuant to the IPO Registration Statement; (b) all Prior Holders, and all executive officers and directors of the Legacy Entities then holding Units or securities convertible into or exchangeable or exercisable for Units are subject to the following conditions: same restrictions for the entire time period required of the Holders hereunder; (ic) 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 Holders shall be excluded allowed any concession or released, in proportionate amounts release allowed to any officer or director that entered into similar agreements (with such proportion being determined by dividing the extent number of the exclusion or release Units being released with respect to any other holder such officer or director by the total number of Company’s securitiesUnits held by such officer or director); provided, including any director, officer, or holder of 1% or more of any class of securities that nothing in this Section 7(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company Legacy Entities upon the expiration of the 75-day period applicable to all Holders other than the executive officers and directors of the Legacy Entities. To enforce the foregoing covenant, the Partnership may place restrictive legends on the certificates representing the securities subject to such restrictions; this Section 8 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-stop transfer restriction instructions with respect to the Registrable Securities that are Units and such other securities of each Holder (and the 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.

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 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 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 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 10.1 In the case of any underwritten offering initiated by the Company (a "Company Initiated Marketed Offering"), to the extent that the Company and the Management Members (the "Lockup Parties") enter into the same or more restrictive agreements and are subject to the same restrictions as set forth in this Section 10.1, each Holder (whether or not such Holders seeks to or does include Shares in such offering) hereby agrees thatthat it shall not, if and to the extent requested by the lead underwriter of securities Company or the joint global coordinators or the underwriters 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)underwritten 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 not to sell or otherwise transfer or dispose of any Registrable Securities (other than to donees or other shares partners of the Company owned by such Holder as of the date of such registration who agree to be similarly bound) for up to one hundred eighty (180) days following from the effective listing date in respect of the related registration statementunderwritten offering (or, for Yahoo, SB and the Management Members in the case of an Initial Public Offering, for up to one (1) year from the listing date in respect of the underwritten offering); provided, however, that upon any waiver of such obligations of any Lockup Party or any five percent (5%) Shareholder by all parties entitled to enforce such obligations, all Holders will be automatically released from all such waived obligations. The obligations Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters the extent necessary to give further effect to this Section 10.1. 10.2 In order to enforce the foregoing covenant, the Company shall have the right to place the following restrictive legend on the certificates representing the shares subject to this Agreement and to impose stop transfer instructions with respect to the Registrable Securities and such other shares of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period: In the event the Qualified IPO involves a listing on a U.S. national securities exchange: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE (SUBJECT TO CERTAIN EXCEPTIONS) SUBJECT TO A LOCK-UP PERIOD OF UP TO [ ] DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER'S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE UNDERWRITERS AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER'S PRINCIPAL OFFICE. 10.3 In the event the Qualified IPO involves a listing on the Hong Kong Stock Exchange, in addition to the other restrictions set forth in this Agreement, any shareholder of the Company who individually holds more than 30% or more of the issued share capital of the Company (a "Controlling Shareholder") at the time of submission of Form A1 shall not, and shall procure that the relevant registered holder shall not, without the prior written approval of the Hong Kong Stock Exchange: (a) within six months from the Listing Date dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrance in respect of, any of the Ordinary Shares in respect of which the Controlling Shareholder is shown in the prospectus to be the beneficial owner; and (b) in the period of six months commencing on the date on which the period referred to in sub-paragraph (a) above expires, disposes of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of the Ordinary Shares if, immediately following such disposal or upon the exercise of enforcement of such options, rights, interests or encumbrances, the Controlling Shareholder would cease to be a controlling shareholder (as defined in the Hong Kong Listing Rules) of the Company; provided, however, that the restrictions under this Section 3.12 are subject 10.3 shall not apply to the following conditions: (i) the lockup or standoff agreement applies only sale of Ordinary Shares pursuant to an exercise of the over-allotment option in connection with the Qualified IPO (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 extent such registration statementoption is granted by such shareholder); (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more the exercise of any class options granted, or the grant of securities any options, in each case under any share option scheme of the Company are bound by substantially identical restrictionsor such shareholder; and (iii) any situations that may be covered by 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 exceptions 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 requirement imposed by Rule 10.07 of the Hong Kong Listing Rules (including, without limitation, Note (2) to Rule 10.07) 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 subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementsuccessor rule thereto.

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 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 during the period of duration (not to exceed one hundred eighty (180) days) specified by the Company and an underwriter of common stock or other securities convertible into common stock of the Company following the effective date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent requested by the 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 willgrant any option to purchase, 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 pledge 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 of the date of period except common stock included in such registration for up to one hundred eighty registration; provided, however, that: (180a) 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 such agreement applies shall be applicable only to the first registration statement of the Company which covers securities filed in connection with the Qualified IPO; and (b) such agreement shall not be required unless all officers and directors of the Company and all holders of two percent or more of the Company’s outstanding capital stock (on a common-equivalent basis) enter into similar agreements. In order to be sold on its behalf enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant of each Holder (and the shares of securities of every other person subject to the foregoing restriction) until the end of such registration statement; period. Notwithstanding the foregoing, in the event that the Company or the underwriters shall release from the terms of the foregoing lockup provisions or such agreements more than (i) 25,000 shares of Registrable Securities held by any person or entity, or (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 250,000 shares of Registrable Securities by in the aggregate (any Holder to any Affiliate such amount released, the “Excess Release Amount”), the Company shall immediately so notify all other holders of Registrable Securities and each holder of Registrable Securities shall automatically be released from its lockup provided for in this Section 1.12 that amount 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 holder’s Registrable Securities subject thereto equal to such holder’s pro-rata share of the Excess Release Amount, determined in according to the amount of Registrable Securities held by such holder. Each Holder agrees that are a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder (and the shares or securities of every other person subject to any such lockup or standoff agreementthe restriction contained in this Section 1.12): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementAS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each 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 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 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 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 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 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 Subject to the additional restrictions applicable in Section 2(d), 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 Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company owned by such Holder as of the effective date of such registration an IPO Registration Statement (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) a period of 60 days following the effective date of such IPO Registration Statement of the related registration statementCompany filed under the Securities Act; provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into agreements that are no less restrictive; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 7(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the 60-day period applicable to all Holders other than the executive officers and directors of the Company; and (d) this Section 7 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the 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 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 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 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, offer, sell, contract 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)sell, such Holder willpledge, subject to the following conditionsotherwise dispose of, enter into a lock-up any transaction which is designed to result in the disposition (whether by actual disposition or standoff agreement in customary form (subject effective economic disposition due to the following conditionscash settlement or otherwise) 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 or any Affiliate of such Holder or any Person in privity with such Holder or any Affiliate of such Holder of, file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the date Exchange Act in respect of, any LP Units or any securities convertible into, or exercisable or exchangeable for, LP Units, or publicly announce an intention to effect any such transaction for a period of such registration for up to one hundred eighty (180i) 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 IPO Registration Statement of the Company which covers securities filed under the Securities Act or (ii) 60 days following the date of an Underwritten Offering by the Company pursuant to be sold on its behalf any other Registration Statement of the Company filed under the Securities Act; provided, however, that: (a) with respect to the public in 60-day restriction that follows the effective date of the IPO Registration Statement and the 60-day period that follows the date of an underwritten offeringUnderwritten Offering pursuant to any other Registration Statement, but such agreement shall not be applicable to Registrable Securities actually Units sold pursuant to such registration statement; IPO Registration Statement or other Registration Statement, as the case may be; (iib) such Holder is satisfied that all of the LP’s executive officers and directors, officerstogether with the Manager and its controlled Affiliates and their respective executive officers and directors then holding LP Units or securities convertible into, and holders of 1% or more of any class of securities exchangeable or exercisable for, LP Units shall enter into similar agreements for not less than the entire time period required of the Company are bound by substantially identical restrictionsHolders hereunder; and (iiic) the lockup other Holders shall be allowed any concession or standoff agreement provides that if proportionate release allowed to any securities of the Company are LP’s executive officers and directors, together with the Manager and its controlled Affiliates and their respective executive officers and directors then holding LP Units or securities convertible into, or exchangeable or exercisable for, LP Units. 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 restrictive legends on the certificates representing the securities subject to this Section 7 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 Registrable Units and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the securities of every other Person subject to the foregoing restriction) until the end of such period. Nothing contained in this Section 7 shall be interpreted so as to preclude either 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 underwriter from entering into lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The agreements with Holders containing longer lock-up periods 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 subject to any such lockup on different or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementadditional terms.

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, pledge, sell, contract to a specific proposed public offering sell, sell any option or contract to purchase, purchase any option or 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 willgrant any option, subject to right or warrant for 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 sale of or otherwise transfer or dispose of any Registrable Securities Shares or other shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as (other than to donees, partners or other transferees of the date Holder who agree to be similarly bound) for a period of such registration for up to one hundred eighty (180i) 180 days following the effective date of the related registration statement. The obligations IPO Registration Statement of each Holder the Company filed under this Section 3.12 are subject the Securities Act or (ii) 60 days following the date of an Underwritten Offering by the Company pursuant to the following conditions: (i) the lockup or standoff agreement applies only to the first a shelf registration statement of the Company which covers securities to be sold on its behalf filed under the Securities Act; provided, however, that: (a) with respect to the public in 180-day restriction that follows the effective date of the IPO Registration Statement and the 60-day period that follows the date of an underwritten offeringUnderwritten Offering pursuant to a Shelf Registration Statement, but such agreement shall not be applicable to Registrable Securities actually Shares sold pursuant to such registration statement; IPO Registration Statement or Shelf Registration Statement, as the case may be; (iib) such Holder is satisfied that all directors, officers, executive officers and holders of 1% or more of any class of securities directors of the Company are bound by substantially identical restrictions; (iii) the lockup and Deerfield Capital then holding shares of Common Stock or standoff agreement provides that if any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are shall enter into similar agreements for not less than the entire time period required of the Holders hereunder; and (c) the Holders shall be allowed any concession or proportionate release allowed to be excluded any executive officer or released in whole or part from such restrictionsdirector that entered into similar agreements. In order to enforce the foregoing covenant, the underwriter Company shall so notify each Holder within three (3) days have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 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 Registrable Shares and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the Company 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 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 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 thatthat it shall not directly or indirectly sell, if and offer 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)sell, 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 Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company owned by such Holder as (other than to donees or partners of the date Holder who agree to be similarly bound), or enter into any other transaction designed to directly or indirectly transfer any of such registration the economic consequences of ownership of the Common Stock, including by shorting the Common Stock or securities convertible into or exchangeable or exercisable for up to one hundred eighty shares of the Common Stock, for a period of 60 days (180the "Lock-Up Period") days following the effective date of a registration statement for an initial public offering of securities by the related registration statement. The obligations Company filed under the Securities Act (an "IPO Registration Statement"); provided, however, that: (a) the restrictions above shall not apply to (i) the sale of Registrable Shares as a selling stockholder under the IPO Registration Statement or (ii) the sale of shares of Common Stock (x) acquired by a Holder in such initial public offering or (y) acquired by a Holder on a national securities exchange or the NASDAQ Stock Market after such initial public offering, so long as in each Holder under this Section 3.12 case such sales are made over such exchange or market, as the case may be; (b) all executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are subject to the following conditions: same restrictions for the entire time period required of the Holders hereunder; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into similar agreements (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 7(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the 60 day period applicable to all Holders other than the executive officers and directors of the Company. Notwithstanding the foregoing, if (i) during the lockup or standoff agreement applies only to the first registration statement last 17 days of the Lock-Up Period, 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; releases earnings results or announces material news or a material event 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 Lock-Up Period, the Company are bound by substantially identical restrictions; (iii) announces that it will release earnings results during the lockup or standoff agreement provides that if any securities 15-day period following the last day of the Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless the Company are or the underwriters, as the case may be,. waives, in writing, such extension. 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 restrictive legends on the certificates representing the securities subject to this Section 7 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 Registrable Shares and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the Company 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 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 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. 9.1 Each Holder hereby agrees thatInvestor, if and to the extent requested by the lead underwriter managing underwriter(s) of securities of the Company an underwritten offering 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 Investor is selling Registrable Securities, shall agree not to sell or otherwise transfer or dispose of any Registrable Securities Shares or other shares securities of USCB held by such Investor without the consent of the Company owned applicable managing underwriter(s) for a specified period of time agreed by such Holder as the managing underwriter(s) (not to exceed 180 days, which period may be extended upon the request of the date managing underwriter, to the extent required by the National Association of such registration Securities Dealers rules, for an additional period of up to one hundred eighty eighteen (18018) days if USCB issues or proposes to issue an earnings or other public release within seventeen (17) days of the expiration of the 180-day lockup period) following the effective date of the related a Registration Statement, except for such securities as shall be included in such 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 and except as permitted by customary exceptions to be sold on its behalf to included therein (the public in an underwritten offering“Stand-Off Period”); provided, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of stockholders holding 1% or more of any class the USCB Common Stock (including shares of securities USCB Common Stock issuable upon the conversion of convertible securities, or upon the Company are bound by substantially identical restrictions; (iiiexercise of options, warrants or rights) the lockup or standoff and all officers and directors of USCB enter into similar agreements. 9.2 Such 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 writing in a form reasonably satisfactory to the extent of the exclusion or release such managing underwriter(s). USCB may impose stop-transfer instructions with respect to any the Registrable Shares or other holder securities subject to the foregoing restriction until the end of Company’s securities, the stand-off period (including any directorextension of the Stand Off Period under the applicable rules of the National Association of Securities Dealers). 9.3 If the terms of any lock-up agreement between the managing underwriter(s) and any stockholder, officerofficers or directors are more favorable from the perspective of such stockholder, officer or director than those contained herein, than this Section 9 shall be deemed amended to incorporate such terms. In the event that such managing underwriter(s) consents to waive or release any Investor from the provisions of Section 9, then all such Investors shall be entitled to such waiver or release. The obligation in this Section 9 shall not apply to, if the Investor is a corporation, partnership, limited liability company or other business entity, (a) any transfers to any shareholder, partner or member of, or holder owner of 1% a similar equity interest in, the Investor, as the case may be, if, in any such case, such transfer is not for value, (b) any transfer made by the Investor (i) in connection with the sale or more other bona fide transfer in a single transaction of any class of securities all or substantially all of the Company subject Investor’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the Investor’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (ii) to such restrictions; and (iv) another corporation, partnership, limited liability company or other business entity so long as the lockup transferee is a partner, stockholder 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 Investor and 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 subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementis not for value.

Market Stand-Off Agreement. Each Holder hereby agrees thatthat it shall not, if and to the extent requested in writing by the lead Issuer or an underwriter of securities of the Company in connection with a registration relating Issuer, directly or indirectly 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, purchae 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 to a transaction under SEC Rule 145)warrant for the sale 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 Shares or other shares Common Shares of the Company Issuer or any securities convertible into or exchangeable or exercisable for Common Shares of the Issuer then owned by such Holder as (other than to donees or partners of the date of such registration for up Holder who agree to one hundred eighty be similarly bound) within sixty (18060) days following either (x) the effective date of the related registration statement. The obligations IPO Registration Statement of each Holder the Issuer filed under this Section 3.12 are subject to the following conditions: Securities Act or (iy) the lockup or standoff agreement applies only date of an Underwritten Offering by the Issuer pursuant to the first a shelf registration statement of the Company which covers securities to be sold on its behalf Issuer filed under the Securities Act; provided, however, that: (a) with respect to the public in an underwritten offeringup to 60-day restriction that follows the effective date of the IPO Registration Statement, but such agreement shall not be applicable to Registrable Securities actually Shares sold pursuant to such registration statement; IPO Registration Statement; (iib) such Holder is satisfied that all directors, officers, executive officers and holders of 1% or more of any class of securities directors of the Company are bound by substantially identical restrictions; (iii) the lockup Issuer then holding Common Shares or standoff agreement provides that if any securities convertible into or exchangeable or exercisable for Common Shares of the Company are Issuer shall enter into similar agreements for not less than the entire time period required of the Holders hereunder; and (c) subject to be excluded or released a determination in whole or part from such restrictionsgood faith by the underwriters for an Underwritten Offering, the underwriter shall so notify each Holder within three (3) days and each Holder Holders shall be excluded allowed any concession or releasedproportionate release allowed to any executive officer or director that entered into similar agreements. In order to enforce the foregoing covenant, in proportionate amounts the Issuer shall have the right to place restrictive legends on the extent of certificates representing the exclusion or release securities subject to this Section 7 and to impose stop transfer instructions with respect to any the Registrable Shares and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the Company 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 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 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 As a condition to each Holder’s right to any rights or benefits hereunder, each Holder hereby agrees thatof the Registrable Securities or Warrants will agree (and by requesting inclusion of any Registrable Securities or Warrants in any Registration Statement will be deemed to have agreed) that 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 Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder as Holder, including any Warrants (other than to donees or partners of the date of such registration for up Holder who agree to be similarly bound) within seven (7) days prior to and 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 an IPO Registration Statement of the Company which covers securities to be sold on its behalf filed under the Securities Act; provided, however, that (a) with respect to the public in one hundred eighty (180)-day restriction that follows the effective date of an underwritten offeringIPO Registration Statement, but such agreement shall not be applicable to Registrable Securities actually or Warrants sold pursuant to such registration statement; Registration Statement or pursuant to a Shelf Registration Statement or Warrant Registration Statement hereunder; (iib) such Holder is satisfied that all directors, officers, executive officers and holders of 1% or more of any class of securities directors of the Company are bound by substantially identical restrictions; (iii) the lockup then holding shares of Common Stock or standoff agreement provides that if any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are enter into similar agreements for not less than the entire time period required of the Holders hereunder; and (c) the Holders shall be allowed any concession or proportionate release allowed to be excluded any executive officer or released in whole or part from such restrictionsdirector that entered into similar agreements. In order to enforce the foregoing covenant, the underwriter Company shall so notify each Holder within three (3) days have the right to place restrictive legends on the certificates representing the securities subject to this Section 7 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 Registrable Securities or Warrants and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the Company 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 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 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 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 statementIPO Registration Statement of 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 the Securities Act; provided, further, however, if (i) during the last seventeen (17) days of the applicable 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 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 the occurrence of the material news or event, unless the managing underwriter in the Underwritten Offering waives, in writing, such extension or the Company is then an emerging growth company (as defined under the Securities Act) and provided, however, that: (a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (b) all executive officers and directors of the Company then holding Class A Common Stock or securities convertible into or exchangeable or exercisable for Class A Common Stock enter into agreements that are no less restrictive; (c) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided, that nothing in this Section 7(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the period applicable to all Holders other than the executive officers and directors of the Company; and (d) this Section 7 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement or the Registrable Securities were made eligible for trading on the OTC QB or OTC QX prior to the filing of an IPO Registration Statement. The obligations In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities as subject to this Section 7 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder under this Section 3.12 are (and the securities of every other Person subject to the following conditions: (iforegoing restriction) until the lockup or standoff agreement applies only end of such period. Notwithstanding anything to the first registration statement of contrary contained in this Agreement, nothing in this Section 7 shall in any way limit any actions by Stifel, including 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% transfer or more of any class disposition 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 releasedCompany, in proportionate amounts to the extent of the exclusion its capacity as an underwriter, initial purchaser, placement agent or release similar role 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 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 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, pledge, sell, contract to a specific proposed public offering sell, sell any option or contract to purchase, purchase any option or 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 willgrant any option, subject to right or warrant for 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 sale of or otherwise transfer or dispose of any Registrable Securities Shares or other shares of the Company Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock then owned by such Holder as (other than to donees, partners or other transferees of the date Holder who agree to be similarly bound) for a period of such registration for up to one hundred eighty (180i) 180 days following the effective date of the related registration statement. The obligations IPO Registration Statement of each Holder the Company filed under this Section 3.12 are subject the Securities Act or (ii) 60 days following the date of an Underwritten Offering by the Company pursuant to the following conditions: (i) the lockup or standoff agreement applies only to the first a shelf registration statement of the Company which covers securities to be sold on its behalf filed under the Securities Act; provided, however, that: (a) with respect to the public in 180-day restriction that follows the effective date of the IPO Registration Statement and the 60-day period that follows the date of an underwritten offeringUnderwritten Offering pursuant to a Shelf Registration Statement, but such agreement shall not be applicable to Registrable Securities actually Shares sold pursuant to such registration statement; IPO Registration Statement or Shelf Registration Statement, as the case may be; (iib) such Holder is satisfied that all directors, officers, executive officers and holders of 1% or more of any class of securities directors of the Company are bound by substantially identical restrictionsand RCM then holding shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock shall enter into similar agreements for not less than the entire time period required of the Holders hereunder; and (iiic) the lockup Holders shall be allowed any concession or standoff agreement provides proportionate release allowed to any executive officer or director that if any securities of entered into similar agreements. In order to enforce the foregoing covenant, the Company are shall have the right to be excluded or released in whole or part from such restrictions, place restrictive legends on the underwriter shall so notify each Holder within three (3) days certificates representing the securities subject to this Section 7 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 Registrable Shares and such other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of each Holder (and the Company 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 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 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 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 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. (a) Each Holder Investor hereby agrees that, if during the period of duration not to exceed 180 days specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective date of the first registration statement for a firm commitment underwritten public offering of the Company’s securities filed under the Securities Act, and, for a period of duration not to exceed 90 days specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective date of each subsequent registration statement for a firm commitment underwritten public offering of the Company’s securities filed under the Securities Act, it 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 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 similarly bound), or reduce its behalf to the public interest in an underwritten offering(collectively, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors“Transfer”), 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 held by it at any time during such period except Common Stock included in such registration; provided, however, that all executive officers, directors and stockholders that hold one percent (1%) or more of the Common Stock (including on an as-converted basis any shares of Common Stock issuable upon the conversion or exercise of any share of Preferred Stock, warrant, right or other security) of the Company enter into similar agreements. Such restrictions, however, shall not be applicable to transfers to any affiliated entity of such Investor, including any affiliated corporation, partnership, limited partnership, limited liability company or investment fund, or to any stockholders, partners, general partners, limited partners and members of such Investor, in each case who agree in writing to be excluded or released in whole or part from such restrictionsbound by this Agreement, including this Section 2.11. (b) In order to enforce the foregoing covenants, 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 Company may impose stop transfer instructions with respect to any the Registrable Securities of the Investors (and the shares or securities of every other holder person subject to the foregoing restriction) until the end of Company’s securitiessuch period. Notwithstanding the foregoing, including any director, officerthe obligations described in this Section 2.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or 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 a registration relating solely 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 subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementCommission Rule 145 transaction.

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 a registration relating to a specific proposed public offering Company, an Investor shall not 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 145)including, such Holder willwithout limitation, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditionsany short sale) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities Common Stock and options (or other shares securities) of the Company owned held by such Holder as of Investor (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 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 (the “Standoff Period”), provided that: (a) such one hundred eighty (180) day “market stand-off” 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 not to Registrable Securities actually sold pursuant to such registration statement; and (iib) such Holder is satisfied that all directors, officers, Holders and holders of 1% or more of any class of securities officers and directors of the Company are bound enter into similar agreements. In order to enforce the covenants set forth in this Section 1.12, and until the expiration of Standoff Period, each certificate held 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 a 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 representing Registrable Securities by any Holder to any Affiliate of such Holder during shall bear the restricted periodfollowing legend: “UPON THE REQUEST OF THE COMPANY OR THE UNDERWRITERS, 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 SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, SHORT SOLD, LOANED, MADE SUBJECT TO AN OPTION TO PURCHASE SUCH SECURITIES OR OTHERWISE DISPOSED OF FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR THE UNDERWRITERS.” The Company may impose a stop-transfer restriction instructions with respect to Registrable Securities 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 of such lockup or standoff agreementrestrictions set forth in this Section 1.12).

Market Stand-Off Agreement. Each Holder hereby agrees that(a) In connection with an underwritten offering of Common Stock, if and to the extent requested by the lead managing underwriter for such offering, each Holder of securities ten percent or more (or such lower threshold requested by any underwriter, placement agent, dealer manager or other counterparty) of the Company in connection with a registration relating to a specific proposed public offering Common Stock then outstanding (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 145the “Lock-Up Party”), such Holder will, subject hereby agrees to the following conditions, enter into a lock-up or standoff agreement in (a “Stand-Off Agreement”) containing customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose restrictions on transfers 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 equity securities of the Company are bound held by substantially identical restrictions; such Holder (iiiother than those included in such offering) for a period specified by the lockup or standoff managing underwriter beginning ten days prior to the execution of the related underwriting agreement provides that if any and not to exceed one hundred eighty days following the closing date of the offering of equity securities of the Company (the “Stand-Off Period”) including such additional days as may then be market custom to allow the publication of research; provided that all executive officers and directors of the Company and holders holding Company’s voting securities in an amount equal to or greater than the amount held by the Lock-Up Parties shall enter into agreements containing substantially similar or no more favorable terms and only if such Persons remain subject thereto (and are to be excluded or not released in whole or part from such restrictionsagreement) for such Stand-Off Period. (b) Notwithstanding anything to the contrary in Section 7.2(a), the underwriter shall so notify each Holder within three in connection with an underwritten offering (3including an Underwritten Shelf Takedown) days and each that is a Block Sale, (i) no Holder shall be excluded a Lock-Up Party other than, if requested by the managing underwriter for such offering, an Affiliated Holder that is (A) participating in such Block Sale or released, in proportionate amounts to the extent (B) a Holder of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% five percent or more of the Common Stock then outstanding and (ii) the Stand-Off Period shall not exceed sixty days in connection with any class Block Sale. (c) Notwithstanding anything to the contrary set forth in Section 7.2(a), no Affiliated Holder shall be required to be a Lock-Up Party in connection with an underwritten offering (including an Underwritten Shelf Takedown) that is a Block Sale in which such Affiliated Holder does not participate (a “Skipped Block Sale”) if, during the preceding twelve month period, such Affiliated Holder has been a Lock-Up Party in connection with Skipped Block Sales either (A) twice or (B) for at least an aggregate of securities ninety days. (d) Any discretionary waiver or termination of the Stand-Off Period by the Company or the managing underwriter shall apply to all persons subject to the Stand-Off Agreement on a pro rata basis. Each Holder agrees to execute and deliver 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 other agreements as may be reasonably requested by the transferring HolderCompany or the underwriter that are consistent with the foregoing or which are necessary to give further effect thereto. The lock-up obligations described in this Section 7.2(d) shall not apply to a registration relating solely to employee benefit plans on Form S-1 or standoff agreement shall expire no later than ninety (90) days after execution by Form S-8 or similar forms that may be promulgated in the Holder if no underwritten public offering has occurred by future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the date of such executionfuture. The Company may impose a stop-transfer restriction instructions with respect to Registrable Securities that are Common Stock (or other securities) subject to the foregoing restriction until the end of the Stand-Off Period. Notwithstanding anything to the contrary set forth in this Agreement, nothing herein shall prevent: (i) any Holder from participating in such lockup offering, if otherwise permitted pursuant to this Agreement; (ii) any Holder that is a partnership, limited liability company or standoff agreementcorporation from (A) making a distribution of shares of Common Stock to the partners, but shall remove such restriction immediately upon the expiration members or termination stockholders thereof or (B) transferring shares of Common Stock to an Affiliate of such lockup Holder; (iii) any Holder who is an individual from transferring shares of Common Stock to a Family Member; or standoff agreement(iv) any Holder from transferring shares to a nominee or custodian of an entity or individual to whom a transfer would be permitted under this paragraph; provided that, in the case of clauses (ii) and (iii), such transfer is otherwise in compliance with applicable securities laws and; provided, further, that, (x) in the case of clause (iii) and subclause (B) of clause (ii), each such transferee agrees in writing to become subject to the terms of this Agreement and agrees to be bound by the applicable underwriter lock-up and (y) in the case of subclause (A) of clause (ii), each such transferee who receives one percent or more of the Common Stock in such distribution agrees in writing to become subject to the terms of this Agreement and agrees to be bound by the applicable underwriter lock-up.

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 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 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 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.