Common use of Market Stand-Off Agreement Clause in Contracts

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder and the Company hereby agrees agree that it shall will not, without the prior written consent of the managing underwriter, in connection with an underwritten offering pursuant to the extent requested Section 2.2 by the Company for its own behalf of shares of its Common Stock or an any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, during the period commencing on the date of the final prospectus relating to and ending on the date specified by the Company and the managing underwriter (such period not to exceed ninety (90) days (the “Holdback Period”)), effect any sale or distribution of equity securities of the Company, sell as applicable, or otherwise transfer any securities convertible into or dispose of any Securities exchangeable or other shares of stock of the Company then owned by exercisable for such Holder securities. If (other than to donees or partners of the Holder who agree to be similarly boundx) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or other material news or a material event relating to the Company occurs, and its subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the restricted period Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until upon the expiration of the 18Holdback Period, then to the extent necessary for a managing or co-day period beginning on managing underwriter of an underwritten offering required hereunder to comply with FINRA Rule 2711(f)(4) or any successor regulation, the issuance of Holdback Period shall be extended until 18 days after the earnings release or the occurrence of the material news or material event, as the case may be (such period the “Holdback Extension”). In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any whollyThe Company may impose stop-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or its securities of every other person that are subject to the foregoing restriction) forgoing restriction until the end of such period, including any 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, (ii) shall be applicable to the Holders only if all officers and directors are subject to substantially the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock (as defined in the Voluntary Conversion Agreement)) and (iii) shall be applicable to the Holders only if the Company has complied with its obligations under Section 2 and has included at least 75% of the Registered Securities requested by such 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 right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to enter into any agreement execute such agreements as may be reasonably required requested by the underwriters in connection with such underwritten offering that are consistent with this Subsection 2.11 or that are necessary to implement the foregoing within any reasonable timeframe so requestedgive further effect thereto.

Market Stand-Off Agreement. Each Holder and the Company hereby agrees agree that it shall will not, without the prior written consent of the managing underwriter, in connection with an underwritten offering pursuant to the extent requested Section 2.2 by the Company for its own behalf of shares of its Common Stock or an any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, during the period commencing on the date of the final prospectus relating to and ending on the date specified by the Company and the managing underwriter (such period not to exceed ninety (90) days (the “Holdback Period”)), effect any sale or distribution of equity securities of the Company, sell as applicable, or otherwise transfer any securities convertible into or dispose of any Securities exchangeable or other shares of stock of the Company then owned by exercisable for such Holder securities. If (other than to donees or partners of the Holder who agree to be similarly boundx) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or other material news or a material event relating to the Company occurs, and its subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the restricted period Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until upon the expiration of the 18Holdback Period, then to the extent necessary for a managing or co-day period beginning on managing underwriter of an underwritten offering required hereunder to comply with FINRA Rule 2711(f)(4) or any successor regulation, the issuance of Holdback Period shall be extended until 18 days after the earnings release or the occurrence of the material news or material event, as the case may be (such period the “Holdback Extension”). In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any whollyThe Company may impose stop-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or its securities of every other person that are subject to the foregoing restriction) forgoing restriction until the end of such period, including any 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, (ii) shall 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 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 right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to enter into any agreement execute such agreements as may be reasonably required requested by the underwriters in connection with such underwritten offering that are consistent with this Subsection 2.11 or that are necessary to implement the foregoing within any reasonable timeframe so requestedgive further effect thereto.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to To the extent requested by the Company or an underwriter of securities of the Company, each Holder shall not sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) 180 days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to before the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall 5.2 will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, further, that such automatic extension will not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012) before or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period extend beyond two hundred fifteen (215) 215 days after the effective date of the registration statement. For purposes of this Section 2.25.2, the term “Company” shall include includes any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the The Company shall have the right to may place restrictive legends on the certificates representing the shares subject to this Section 2.2 5.2 and to may impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to shall enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each With respect to any offering undertaken pursuant to Section 3 or 4, each Sponsor Holder hereby agrees that that, for so long as such Sponsor Holder owns 3% or more of the issued and outstanding shares of Common Stock, it shall will not, to the extent requested by the Company or and an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities Registrable Securities, except securities included in such registration, during a period (the “Lock-up Period”) designated by the Company (which period shall not exceed 90 days) and commencing on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such offering, and it will enter into agreements with the managing underwriters, if any, in connection with any such sale to give effect to the foregoing; provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the managing underwriters on the Company or the officers, directors or any other shares of stock Affiliate of the Company then owned by on whom a restriction is imposed (for the avoidance of doubt, if the Company or any of its officers or directors are not subject to such Holder (other than to donees or partners a restriction, the duration of the Holder who agree “shortest restriction” referred to above would be deemed to be similarly boundzero days) for up and (ii) all other Persons with registration rights (whether or not pursuant to one hundred eighty (180this Agreement) days following the effective date of any registration statement owning 3% or more of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days issued and outstanding shares of the 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-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Common Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventmust enter into similar agreements. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to may impose stop stop-transfer instructions with respect to the Registrable Securities and such other shares of stock of each Sponsor Holder (and the shares or securities of every other person Person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requestedLock-up Period.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to To the extent requested by the Company or an underwriter of securities of the Company, each Holder shall not sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) 180 days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) 17 days of the restricted period the Company Com- pany issues an earnings release or material news or a material event relating to the Company occursoc- curs, or prior to before the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall 5.2 will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, further, that such automatic extension will not apply to the ex- tent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012) before or after the expiration of any agreement between the broker, dealer, or member of a na- tional securities association and the emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period extend beyond two hundred fifteen (215) 215 days after the effective date of the registration statement. For purposes of this Section 2.25.2, the term “Company” shall include includes any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the The Company shall have the right to may place restrictive legends on the certificates representing the shares subject to this Section 2.2 5.2 and to may impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to shall enter into any agreement agree- ment reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that it such Holder shall not, to the extent requested by the Company or an underwriter of securities of the Company, not sell or otherwise transfer transfer, make any short sale of, grant any option for the purchase of, or dispose enter into any hedging or similar transaction with the same economic effect as a sale, of any Securities Common Stock (or other shares of stock securities) of the Company then owned held by such Holder (other than those included in the registration) during one hundred and eighty (180) day period or, if required by such underwriter, such longer period of time as is necessary to donees enable such underwriter to issue a research report or partners of make a public appearance that relates to an earnings release or announcement by the Holder who agree to be similarly boundCompany within eighteen (18) for up to days before or after the date that is one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statementstatement on Form S-1 or Form S-3 relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to the Initial Public Offering. For purposes The foregoing provisions of this Section 2.22.10 shall be applicable to the Holders only if all officers, the term “Company” shall include any wholly-owned subsidiary directors, and stockholders individually owning more than one percent (1%) of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares Company’s outstanding Common Stock are subject to the same restrictions. The obligations described in this Section 2.2 and 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b) hereof with respect to the Securities and such other shares of stock of each Holder Common Stock (and the shares or securities of every other person securities) subject to the foregoing restriction) restriction until the end of such one hundred eighty (180) day period. Each Holder further agrees to enter into any execute a market standoff agreement reasonably required with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or release of such agreement by the Company or the underwriters shall apply pro rata to implement all Holders subject to such agreements, based on the foregoing within number of shares subject to such agreements. Notwithstanding anything to the contrary in the foregoing, the restrictions contained in this Section 2.10 shall not apply to any reasonable timeframe so requestedshares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) acquired by any Holder following the effective date of the Initial Public Offering.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to To the extent requested by the Company or an underwriter of securities of the Company, Subscriber shall not sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder Subscriber (other than to donees or partners of the Holder Subscriber who agree to be similarly bound) for up to one hundred eighty (180) 180 days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to before the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall 12 will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, further, that such automatic extension will not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012) before or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period extend beyond two hundred fifteen (215) 215 days after the effective date of the registration statement. For purposes of this Section 2.212, the term “Company” shall include includes any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the The Company shall have the right to may place restrictive legends on the any certificates representing the shares subject to this Section 2.2 12 and to may impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder Subscriber (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to Subscriber shall enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities ActAct or any Public Offering; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, further, that such automatic extension shall not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an emerging growth company (as defined in the Jumpstart Our Business Startups Act of 2012) prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary or parent of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it that, during the period of duration (not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period) 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, such Holder shall not, to the extent requested by the Company and such underwriter, directly or an underwriter of securities of the Companyindirectly sell, offer to sell, contract to sell (including any short sale), grant any option to purchase, or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement securities of the Company filed under the Securities Actheld by it at any time during such period except Common Stock included in such registration; provided however thatprovided, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurshowever, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, all officers and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary directors of the Company enter into which similar agreements. The Company agrees that it shall not release any Holder (or any officer or director referred to hereinabove) from the Company merges or consolidatesobligations imposed pursuant to this Section 3.12 unless all Holders are so released on a proportionate basis relative to their ownership of Registrable Securities. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to may impose stop stop-transfer instructions with respect to the Registrable Securities and such other shares of stock of each a Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees Notwithstanding the foregoing, the obligations described in this Section 3.12 shall not apply to enter into any agreement reasonably required by a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the underwriters future, or a registration relating solely to implement a SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the foregoing within any reasonable timeframe so requestedfuture.

Market Stand-Off Agreement. Each Holder hereby agrees that it such Holder shall not, to the extent requested by the Company or an underwriter of securities of the Company, not sell or otherwise transfer transfer, make any short sale of, grant any option for the purchase of, or dispose enter into any hedging or similar transaction with the same economic effect as a sale, of any Securities Common Stock (or other shares of stock securities) of the Company then owned held, as of immediately prior to the effective time of the Initial Public Offering, by such Holder (other than to donees or partners of excluding those included in the Holder who agree to be similarly boundregistration and excluding any shares subsequently purchased by such Holder) for up to during the one hundred eighty (180) days day period following the effective date of any a registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions Act with respect to the Securities and Initial Public Offering (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA or NYSE rules, not to exceed 210 days in any event, provided that: all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this Section 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 future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future, and shall apply only to the Initial Public Offering. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8 hereof with respect to the shares of stock of each Holder Common Stock (and the shares or securities of every other person securities) subject to the foregoing restriction) restriction until the end of such one hundred eighty (180) day (or other) period. Each Holder further agrees to enter into execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or termination of the restrictions of any agreement reasonably required or all of such agreements by the Company or the underwriters shall apply (i) first, pro rata to implement all of the foregoing within any reasonable timeframe so requestedRegistrable Securities held by Major Senior Preferred Investors and then (ii) pro rata to all other Holders subject to such agreements, based on the number of shares subject to such agreements.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall notagrees, to the extent if requested by the Company and a managing underwriter, if any, of Common Stock in connection with any underwritten public offering of the Company and only upon confirmation reasonably satisfactory to such Holder that all officers and directors of the Company have entered into similar agreements, that it will not, directly or an underwriter indirectly lend, pledge, offer, sell, 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 sale of or otherwise dispose of or transfer any equity securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of Company held by it for (a) the Company then owned by such Holder seven (other than 7) days prior to donees or partners of and the Holder who agree to be similarly bound) for up to one hundred eighty ninety (18090) days following the effective date of any the relevant registration statement statement, or (b) such other period as such managing underwriter shall specify, in each case, reasonably and in good faith. The Company will use its reasonable best efforts to cause each holder of 5% or greater of the outstanding Common Stock of the Company filed under to enter into an agreement substantially to the one specified in the preceding sentence. Notwithstanding the foregoing, to the extent required by the Securities Act or the Exchange Act; provided however that, if (x) during the last seventeen (17) 17 days of the restricted period foregoing 90-day period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (y) prior to the expiration of the restricted period 90-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 described above shall continue to apply until the expiration of the an 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will The foregoing provisions of this Subsection 2.14 shall not apply to (i) the restricted period extend beyond two hundred fifteen sale of any shares to an underwriter pursuant to an underwriting agreement, (215ii) days after the effective date transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value or (iii) other customary exclusions or other exclusions that may be agreed upon between such Holder and the underwriters. The underwriters in connection with such registration statement. For purposes are intended third-party beneficiaries of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company Subsection 2.14 and shall have the right right, power, and authority to place restrictive legends on enforce the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such periodprovisions hereof as though they were a party hereto. Each Holder further agrees to enter into any agreement execute such customary letter agreements as may be reasonably required requested by the underwriters Company and the managing underwriter in connection with such registration that are consistent with this Subsection 2.14 or that are necessary to implement give further effect thereto. Any discretionary waiver or termination of the foregoing within restrictions of any reasonable timeframe so requestedor all of such agreements by the Company or the managing underwriter shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

Market Stand-Off Agreement. (a) Each Holder hereby agrees that it shall will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the extent requested Company’s IPO and ending on the date specified by the Company or an and the managing underwriter of securities of (the Company“Lock-Up 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 securities convertible into or exercisable or exchangeable for Common Stock held immediately prior to the effectiveness of the registration statement for such offering, or (ii) enter into any swap or other shares of stock arrangement that transfers to another, in whole or in part, any of the Company then owned by such Holder (other than to donees or partners economic consequences of ownership of the Holder who agree Common Stock, whether any such transaction described in clause (i) or (ii) above is to be similarly bound) for up to settled by delivery of Common Stock or other securities, in cash or otherwise. The Lock-Up Period shall not exceed one hundred eighty (180) days following days, provided, however, that for the effective date purpose of any registration statement of allowing the Company filed under underwriters in the Securities Act; provided however thatCompany’s IPO to comply with NASD Rule 2711(f)(4), if (a) during the last seventeen (17) days of the restricted period Lock-Up Period the Company issues an releases earnings release results or material news or a material event relating to the Company occurs, or (b) prior to the expiration of the restricted period Lock-Up Period, the Company announces that it will release earnings results during the 16sixteen-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof appliesLock-Up Period, then in each such case, the restrictions imposed by this Section 2.2 shall continue to apply Lock-Up Period may be extended past one hundred eighty (180) days until the expiration of the 18eighteen-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material news or material event, as applicable. In no event will The foregoing provisions of this Section 2.14 shall apply only to the restricted period extend beyond two hundred fifteen Company’s IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (2151%) days after the effective date shareholders of the registration statementCompany enter into similar agreements. The underwriters in connection with the Company’s IPO are intended third-party beneficiaries of this Section 2.14 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 the underwriters in the Company’s IPO that are consistent with this Section 2.14 or that are necessary to give further effect thereto within any reasonable timeframe so requested. (b) For purposes of this Section 2.22.14, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to may impose stop stop-transfer instructions with respect to the Registrable Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. . (c) Each Holder further agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder (and the shares or securities of every other person subject to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requestedrestriction contained in this Section 2.14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF 180 DAYS OR MORE AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE INITIAL PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall notof the Investors agrees, to the extent severally and not jointly, that, if requested by the Company or and an underwriter of securities Common Stock (or other securities) of the Company, not to sell or otherwise transfer or dispose of any Securities Common Stock (or other shares of stock securities) of the Company then owned held by such Holder (other than Investor during a period not to donees or partners of the Holder who agree to be similarly bound) for up to exceed one hundred and eighty (180) days (which period may be extended upon the request of the managing underwriter, in order to permit its compliance with applicable NASD rules in the event the Company issues or proposes to issue an earnings or other public release within seventeen (17) days of the expiration of the 180-day lockup period) (the “Market Stand-Off Period”) following the effective date of any the first registration statement of the Company filed under the Securities Act; Act and to enter into an agreement to such effect regardless of whether such Investor is participating in the offering to which the registration statement relates, provided however thatthat all directors, if during officers, and holders of greater than one percent (1%) of the last Common Stock (calculated on an as-converted basis, and assuming the exercise of all rights, options and warrants and conversion of all convertible securities) agree to enter into similar agreements containing terms no more favorable to such other holders of Common Stock. Notwithstanding the foregoing, the Market Stand-Off Period shall be extended beyond the 180-day period referenced above for an additional one hundred and eighty-five (185) days (which period may be extended upon the request of the managing underwriter, in order to permit its compliance with applicable NASD rules in the event the Company issues or proposes to issue an earnings or other public release within seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period 180-day lockup period) in the event that the Company announces consummates a Qualified Public Offering on or before June 30, 2008, provided that it will release earnings results during the 16-day period beginning on the last day all directors, officers, and holders of greater than one percent (1%) of the restricted periodCommon Stock (calculated on an as-converted basis, and if assuming the Company’s securities exercise of all rights, options and warrants and conversion of all convertible securities) are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to the same extension. The Company may impose stop stop-transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person securities) subject to the foregoing restriction) restriction until the end of such said period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees 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 held immediately before the effective date of the registration statement for such offering (other than those included in the registration) during the period from the filing of the registration statement for the Company’s Initial Public Offering filed under the Securities Act that it shall not, includes securities to be sold on behalf of the Company to the extent public in an underwritten public offering under the Securities Act through the end of the 180-day period following the effective date of the registration statement (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of securities research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), provided that: all officers and directors of the Company are bound by and have entered into similar agreements and the Company has used commercially reasonable efforts to cause all holders of at least one percent (1%) of the Company’s voting securities to enter into and be bound by similar agreements. The obligations described in this Section 2.10 shall only apply to the Initial Public Offering and 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 future, sell or otherwise a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer or dispose instructions and may stamp each such certificate with the second legend set forth in Section 2.8(d) with respect to the shares of any Securities Common Stock (or other shares securities) subject to the foregoing restriction until the end of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following day (or other) period. Any discretionary waiver or termination of the effective date restrictions of any registration statement or all of such agreements by the Company filed under or the Securities Act; provided however thatunderwriters shall apply pro rata to all Company stockholders that are subject to such agreements, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning based on the last day number of shares subject to such agreements. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes provisions of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested2.10.

Market Stand-Off Agreement. Each Holder and Founder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Registrable Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any the Company’s first registration statement of the Company filed under the Securities ActAct that covers securities to be sold on its behalf to the public in an underwritten offering (but not to Registrable Securities sold pursuant to such registration statement); provided however that, if during the last seventeen (17) 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and 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 2.2 2.9 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) 215 days after the effective date of the registration statement; provided, further, that: (a) such agreement shall be applicable only to the first such 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 sold pursuant to such registration statement; and (b) (i) all officers and directors of the Company then holding Common Stock of the Company and (ii) all employee stockholders holding in the aggregate at least one percent (1%) of the total then-outstanding equity of the Company, enter into agreements that require them to be bound for at least one hundred eighty (180) days. For purposes of this Section 2.22.9, the term “Company” shall include any wholly-wholly owned subsidiary of the Company into which the Company merges or consolidates. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Registrable Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. The underwriters in connection with the Company’s initial public offering are intended third-party beneficiaries of this Section 2.9 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 enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements; provided, however that the parties hereto acknowledge and agree that any “directed shares” as described in Section 3A below shall not be deemed a waiver or termination of the restrictions hereunder.

Market Stand-Off Agreement. (a) Each Holder hereby agrees that that, 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 of the Company following the effective date of the registration statement for a Qualified IPO, it shall not, to the extent requested by the Company and such underwriter, directly or an underwriter of securities of the Companyindirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase, pledge or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement Registrable Securities of the Company filed under the Securities Actheld by it at any time during such period except common stock included in such registration; provided however that, if during the last seventeen (17) 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if then, upon the Company’s securities are listed on request of the Nasdaq Stock Market and Rule 2711 thereof appliesmanaging underwriter, then to the extent required by any FINRA rules, the restrictions imposed by this Section 2.2 subsection (a) shall continue to apply until the end of the third trading day following the expiration of the 1815-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) 216 days after the effective date of the registration statement. For purposes of this . (b) The obligations described in Section 2.2, the term “Company” 2.10(a) shall include any wholly-owned subsidiary not be required unless all officers and directors who hold shares of the Company into which as well as all stockholders of the Company merges holding more than one percent (1%) of the outstanding shares of Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) and all other Persons with registration rights (whether or consolidatesnot pursuant to this Agreement) enter into similar agreements. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to may impose stop stop-transfer instructions with respect to the Securities and such other shares securities of stock of the Company then held by each Holder (and the shares or of securities of every other person Person subject to the foregoing restriction) until the end of such period. Each Holder further agrees To the extent that an early release from the restrictions imposed under this Section 2.10 is to enter into any agreement reasonably required be granted by the Company or the underwriters with respect to implement any security holder of the foregoing within any reasonable timeframe so requestedCompany, such release shall be made only on a pro rata basis with respect to all such securities holders subject to the restrictions of this Section 2.10 or similar restrictions.

Market Stand-Off Agreement. Each Holder The Optionee hereby agrees that it shall notthat, following the effective date of the initial registration of the Company’s securities under the Securities Act, for the period of time and to the extent reasonably requested by the Company or an underwriter of securities of underwriter(s) and the Company, such Optionee shall not sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of any Securities or other shares of stock securities of the Company then owned held by such Holder (other than Optionee, directly or indirectly, except securities covered by the registration statement and transfers to donees or partners of the Holder who agree to be similarly bound; provided however, that (i) the executive officers and directors of the Company, as well as each holder of at least 1% of the Company’s Common Stock (including all shares of Common Stock issuable upon conversion or exercise of convertible securities, options or warrants), shall have agreed to be bound by substantially the same terms and conditions, (ii) the time period requested for up such market stand-off shall not exceed 180 days (unless the Company’s underwriters request an extension of such period in order to one hundred eighty (180) days following comply with the effective date rules of any securities exchange on which the Company’s Common Stock is proposed to be listed, but in no event shall such extension exceed thirty four (34) days) and (iii) the restriction shall not apply to a registration statement of relating solely to employee, consultant or advisor benefit plans on Form S-1 or Form S-8 (or similar forms promulgated after the Company filed date hereof) or a registration relating solely to a transaction pursuant to Rule 145 promulgated under the Securities Act; provided however that, if Act on Form S-4 (or similar forms promulgated after the date hereof). The Company may impose stop transfer instructions during such stand-off period with respect to the last seventeen (17) days securities of the restricted period Optionee if necessary to enforce such restrictions. The Optionee further agrees to execute such agreements as may be reasonably requested by the Company issues an earnings release or material news or a material event relating to underwriters in connection with the Company occurs, or prior to the expiration initial registration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities that are listed on consistent with this Section 9 or that are necessary to give further effect thereto. To the Nasdaq Stock Market and Rule 2711 thereof applies, then extent the Company releases any security holder from the restrictions imposed by described in this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release 9 (or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenantother similar restrictions), the Company shall have will proportionately release the right to place restrictive legends on Optionee from the certificates representing the shares subject to restrictions described in this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested9.

Market Stand-Off Agreement. Each Holder Holder, holder of Securities and One Percent Stockholder (as defined below) hereby agrees that during a period, not to exceed one hundred eighty (180) days, following the effective date of the IPO, it shall not, to the extent requested by the Company or an underwriter of securities of and any underwriter, sell, pledge, transfer, make any short sale of, loan, grant any option for the Companypurchase of, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up any Common Stock held by it at any time during such period except Common Stock included in such registration; provided, however, that all officers, directors and One Percent Stockholders of the Company enter into similar agreements. In the event any officer or director that enters into a standoff agreement substantially identical to the provisions of this Section 2.13 is released in whole or in part from such agreement during the one hundred eighty (180) day period referred to herein, each Holder, holder of Securities and One Percent Stockholder shall be proportionally released from this Section 2.13. Notwithstanding anything to the contrary herein, if (i) during the period that begins on the date that is 15 calendar days following plus three business days before the effective date of any registration statement last day of the Company filed under the Securities Act; provided however that, if during 180-day lock-up period and ends on the last seventeen (17) days day of the restricted period 180-day lock-up 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 restricted period 180-day lock-up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted 180-day lock-up period, and if then in either case the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply 180-day lock-up period will be extended until the expiration of the 18-day period beginning date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requestedoccurs.

Market Stand-Off Agreement. Each Holder Securityholder hereby agrees that it such Securityholder shall not, to the extent requested by the Company or an underwriter of securities of the Company, not sell or otherwise transfer transfer, make any short sale of, grant any option for the purchase of, or dispose enter into any hedging or similar transaction with the same economic effect as a sale, of any Securities Common Stock (or other shares of stock securities) of the Company then owned held by such Holder Securityholder (other than those included in the registration), during the period beginning on the date the Company files a registration statement to donees or partners of effect the Holder who agree to be similarly bound) for up to Company’s Initial Public Offering and ending one hundred eighty (180) days following the effective date of any registration statement of the Company Company’s Initial Public Offering filed under the Securities ActAct (or such longer period of time as may be required 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), as applicable, (or any successor rules or amendments thereto)) (the “Market Standoff Period”); provided however thatprovided, however, that such agreement shall only be applicable if all officers, directors and holders of at least one percent (1%) of the outstanding capital stock of the Company are similarly bound; and provided, further, if during the last seventeen Company or the underwriters shall release any Registrable Securities or any other securities (17the “Released Securities”) days from the requirements of this Section 2.10 before the end of the restricted period set by 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-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof appliesunderwriters, then the restrictions imposed by this Section 2.2 Registrable Securities of each Holder shall continue to apply until be released from the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes provisions of this Section 2.2, 2.10 in the term “Company” shall include any wholly-owned subsidiary same proportion as the Released Securities bear to the total number of the Company into securities held by such Holder which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares were subject to this Section 2.2 and 2.10. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Rule 145 transaction. The Company may impose stop stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(c) hereof with respect to the Securities and such other shares of stock of each Holder Common Stock (and the shares or securities of every other person securities) subject to the foregoing restriction) restriction until the end of such periodthe Market Standoff Period. Each Holder further Securityholder agrees to enter into any execute a market standoff agreement reasonably required by with said underwriters in customary form consistent with the underwriters to implement the foregoing within any reasonable timeframe so requestedprovisions of this Section 2.10.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, directly or indirectly sell, offer to sell (including without limitation any short sale), grant any option or otherwise transfer or dispose of any Securities Registrable Shares or other shares of stock 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 (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 up to one hundred eighty (180) days following the effective date of, the IPO Registration Statement of any registration statement the Company; (ii) in the case of all other Holders who include Registrable Shares in the IPO Registration Statement, beginning on the effective date of, and continuing for one hundred eighty (180) days following the effective date of the IPO 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 sixty (60) days following the effective date of an IPO Registration Statement of the Company filed under the Securities Act; provided however thatprovided, however, if (1) during the last seventeen (17) 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 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, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof appliesthen, then in each case, the restrictions imposed by this Section 2.2 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 material event. In no event will , unless the restricted period extend beyond two hundred fifteen managing underwriter in an Underwritten Offering waives, in writing, such an extension; provided, further, however, that: (215a) days after the effective date of restrictions above shall not apply to Registrable Shares sold pursuant to the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary IPO Registration Statement; (b) all executive officers and directors of the Company into which then holding shares of Common Stock of the Company merges or consolidatessecurities 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 sixty (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. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares securities subject to this Section 2.2 8 and to impose stop transfer instructions with respect to the Securities Registrable Shares and such other shares of stock securities of each Holder (and the shares or securities of every other person Person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder Investor hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities Stock of the Company, or other shares rights derived from or the value of stock which is determined by reference to the value of the Stock of the Company (any such rights, “Derivatives”) then owned by such Holder Investor (other than to donees any trust for the direct or partners indirect benefit of the Holder who agree Investor or any Immediate Family Members of the Investor provided that the trustee of the trust agrees to be similarly boundbound and the transfer does not involve any consideration) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities ActAct relating to the registration by the Company for its own behalf of shares of its Common Stock or other equity securities on a registration statement on Form S-1 or S-3; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. The foregoing shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement and shall not apply unless all officers and directors of the Company are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one (1) percent of the Company’s outstanding Common Stock on a fully diluted basis after giving effect to conversion into Common Stock of all outstanding convertible securities. The underwriters in connection with any such registration are third party beneficiaries of this Section 2.2 and shall have the right, power and authority to enforce the provisions hereof as if they were a party hereto. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder Stock held by the Investors (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder Investor further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Preferred Holder hereby agrees that it such Holder shall not, to the extent requested by the Company or an underwriter of securities of the Company, not sell or otherwise transfer transfer, make any short sale of, grant any option for the purchase of, or dispose enter into any hedging or similar transaction with the same economic effect as a sale of any Securities Common Stock (or other shares of stock securities) of the Company then owned held by such Holder (other than to donees or partners of those included in the Holder who agree to be similarly boundregistration) for up to during the one hundred eighty (180) days day period following the effective date of any registration statement the Company’s Initial Public Offering without the consent of the underwriter of such Initial Public Offering. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company filed under may impose stop-transfer instructions and may stamp each such certificate with the Securities Act; provided however thatsecond legend set forth in Section 2.8(b) hereof with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day period. Notwithstanding the foregoing, if (x) during the last seventeen (17) days of the one hundred eighty (180) day restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, ; or (y) prior to the expiration of the one hundred eighty (180) day restricted period period, the Company announces that it will release earnings results during the sixteen (16-) day period beginning on the last day of the restricted one hundred eighty (180) day period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 2.10 shall continue to apply until the expiration of the eighteen (18-) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes provisions of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested2.10.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent If so requested by the Company and the underwriters in connection with the initial public offering of the Company’s securities registered under the Act, Purchaser shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or an underwriter of 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 CompanyCompany held by Purchaser, sell or otherwise transfer or dispose of any Securities or other shares of stock of including the Company then owned by such Holder Stock (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (“Restricted Securities”), during the 180) days -day period following the effective date of any such registration statement of the Company filed under the Securities Act; provided however that(or such longer period, if during the last seventeen (17) not to exceed 34 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to after the expiration of the restricted period 180-day period, as the underwriters or the Company announces that it will release earnings results during the 16-day period beginning on the last day 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 the restricted period, and if this Section 6 shall apply only to the Company’s securities initial public offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Purchaser only if all officers and directors are listed on subject to the Nasdaq Stock Market same restrictions and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue Company uses commercially reasonable efforts to apply until the expiration obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the 18-day period beginning on the issuance Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding shares of the earnings release Company’s preferred stock). Purchaser agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriters which are consistent with the foregoing or the occurrence of the material news or material eventwhich are necessary to give further effect thereto. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to may impose stop stop-transfer instructions with respect to the Purchaser’s Restricted Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees The underwriters for the Company’s initial public offering are intended third-party beneficiaries of this Section 6 and shall have the right, power and authority to enter into any agreement reasonably required by enforce the underwriters to implement the foregoing within any reasonable timeframe so requestedprovisions hereof as though they were a party hereto.

Market Stand-Off Agreement. Each Holder hereby agrees that it he or she shall not, without the prior written consent of the managing underwriter(s) and Company, 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, any Common Stock (or other securities) of the Company held by Holder (other than those included in the registration) during the 180-day period following the effective date of the first firm commitment underwritten public offering of the Company’s Common Stock registered under the Securities Act (or such longer period, not to exceed 180 days after the extent expiration of the 180-day period, as the managing underwriter or the Company shall request in order to facilitate compliance with FINRA Rule 2711). The obligations described in this Section 2.11) shall not apply to a registration relating solely to employee benefit plans on Form S-1 or SEC Form S-8 or similar forms that may be promulgated in the future by the SEC, or a registration relating solely to a transaction on SEC Form S-4 or similar forms that may be promulgated in the future. If requested by the Company or an the managing underwriter of securities shares (or other securities) of the Company, sell the Holder will enter into an agreement regarding his, her or otherwise transfer or dispose its compliance with this requirement that will survive the term of any Securities or other shares this Agreement. The foregoing provisions of stock of this Section 2.11 shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company then owned by such Holder uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (other than to donees or partners 1%) of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). Any discretionary waiver or termination of the restrictions of any or all of lockup agreements by the Company or the underwriters shall apply pro rata to all Major Investors subject to such agreements based on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration number of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required held by the underwriters to implement the foregoing within any reasonable timeframe so requestedeach.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, not sell or otherwise transfer or dispose of, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Securities Common Stock (or other shares of stock equity securities or securities convertible into or exercisable or exchangeable for equity securities of the Company then owned Company) held by such Holder Person (other than those included in the registration) or publicly disclose the intention to donees or partners enter into any of the Holder who agree foregoing (each, a “Sale Transaction”), in each case unless otherwise agreed by the managing underwriters (it being understood that the Holders shall be released from any such restrictions if and to be similarly bound) for up to one hundred eighty (the same extent any Key Stockholder or other holder of any of the Company’s securities is released from comparable restrictions, including as set forth in Section 5.7), during the 180) days -day period following the effective date of any registration statement the Public Offering (or such shorter period as may be requested by a representative of the underwriter(s)), provided that if (X) the Company filed under issues an earnings release or discloses other material information or a material event relating to the Securities Act; provided however that, if Company occurs during the last seventeen (17) days of the restricted foregoing holdback period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (Y) prior to the expiration of the restricted foregoing holdback period the Company announces that it will release earnings results during the sixteen (16-) day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4) (or any successor thereto) such holdback period will be extended until eighteen (18-day period beginning on the issuance of ) days after the earnings release or disclosure of other material information or the occurrence of the material news or material event. In no event will , as the restricted period extend beyond two hundred fifteen case may be (215) days after a “Holdback Extension”); provided further that the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” foregoing shall include not be binding on any wholly-owned subsidiary Holder unless all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities (other than such Holder) are bound by and have entered into which the Company merges or consolidatessimilar agreements. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to The obligations described in this Section 2.2 and 2.9 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop stop-transfer instructions and may stamp each certificate or other document or instrument evidencing shares of Common Stock with the second legend set forth in Section 7.1(a) with respect to the Securities and such other shares of stock of each Holder Common Stock (and the shares or securities of every other person securities) subject to the foregoing restriction) restriction until the end of such 180-day (or other) period. Each Holder further agrees to enter execute a lock-up or market standoff agreement with the representative(s) of such underwriters in a form satisfactory to the Company and consistent with the provisions of this Section 2.9. The Company (i) shall not file any registration statement or Canadian Prospectus for any public sale or distribution of its securities, or cause any such registration statement or Canadian Prospectus to become effective, or effect any Sale Transaction, during any of the holdback periods described above (including any Holdback Extensions), except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form, and (ii) shall cause each of its executive officers and directors (other than Investor Directors) and holders (other than the Holders of Registrable Securities) of at least 1% of its common stock, or any securities convertible into or exchangeable or exercisable for or having residual economic rights comparable to its common stock (other than holders that purchased shares solely in a registered public offering or in the public markets), to agree not to effect any agreement reasonably required by Sale Transaction during such periods (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree in writing. Furthermore, if the Company has previously filed a registration statement or Canadian Prospectus in which Registrable Securities are included, and if such previous registration has not been withdrawn or abandoned, then the Company shall not file or cause to implement be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the foregoing within Securities Act (except on Form S-8 or any reasonable timeframe so requestedsuccessor form) or Canadian Prospectus, whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least ninety (90) days has elapsed from the effective date of such previous registration.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Registrable Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners or shareholders of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any the Company’s initial registration statement of the Company filed under the Securities Act; provided provided, however that, so long as required under the rules of FINRA, if during the last seventeen (17) 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof the applicable FINRA rule applies, then the restrictions imposed by this Section 2.2 2.9 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) 215 days after the effective date of the registration statement. The market stand-off agreement set forth above will not apply unless all executive officers and directors of the Company then holding Common Stock of the Company and all employee shareholders holding in the aggregate at least 1% of the total equity of the Company enter into similar agreements and that any discretionary waiver or termination of the restrictions of such agreements by the Company or representatives of the underwriters shall apply to Major Investors, pro rata, based on the number of shares held by each such party. The foregoing provisions of this Section 2.9 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement. With respect solely to entities advised, managed or similarly affiliated with X. Xxxx Price Associates, Inc. and Xxxxxx Xxxxxxx Investment Management, this Section 2.9 shall not prohibit any purchase of shares of Common Stock by such entities in the Company’s initial public offering or secondary market or the sale of Common Stock that was purchased in the open market following such initial public offering. For purposes of this Section 2.22.9, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Registrable Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder Stockholder hereby agrees that it shall not, to the extent requested in writing by the Company or an underwriter of securities of the Company, directly or indirectly sell, offer to sell (including without limitation any short sale), grant any option or otherwise transfer or dispose of any Securities Registrable Shares or other shares Shares of stock the Company or any securities convertible into or exchangeable or exercisable for Shares of the Company then owned by such Holder Stockholder (other than to donees or partners of the Holder Permitted Transferees who agree to be similarly bound) for up within thirty (30) days prior to and one hundred eighty (180) days following either (x) the effective date of any registration statement the IPO Registration Statement of the Company filed under the Securities ActAct or (y) the date of an underwritten offering by the Company; provided however provided, however, that, if during the last seventeen : (17a) days of the restricted period the Company issues an earnings release or material news or a material event relating with respect to the Company occurs, or prior up to the expiration of the restricted period the Company announces that it will release earnings results during the 16180-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after restriction that follows the effective date of the registration statement. For purposes of this Section 2.2IPO Registration Statement, the term “Company” such agreement shall include any wholly-owned subsidiary not be applicable to Registrable Shares sold pursuant to such IPO Registration Statement; (b) all executive officers and directors of the Company then holding Shares or securities convertible into which or exchangeable or exercisable for Shares of the Company merges shall enter into similar agreements for not less than the entire time period required of the Stockholders hereunder; and (c) the Stockholders shall be allowed any concession or consolidatesproportionate release allowed to any executive officer or director that entered into similar agreements. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares securities subject to this Section 2.2 8 and to impose stop transfer instructions with respect to the Securities Registrable Shares and such other shares of stock securities of each Holder Stockholder (and the shares or securities of every other person Person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, directly or indirectly sell, offer to sell (including without limitation any short sale), grant any option or otherwise transfer or dispose of any Securities Registrable Shares or other shares of stock 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 (other than to donees or partners of the Holder who agree to be similarly bound) (i) for up a period (x) in the case of (I) the Company and each of is 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, and (II) all Holders that are selling shares pursuant to the IPO Registration Statement, in each case beginning thirty (30) days prior to the effective date of, and continuing for one hundred eighty (180) days following the effective date of, the IPO Registration Statement to the Company; and (y) in the case of any registration statement 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, or (ii) 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 thatprovided, however, with respect to the individuals and entities listed above in (x), that if (A) during the last seventeen (17) 17 days of the restricted 180-day period following the effective date of the IPO Registration Statement, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs, occurs or (B) prior to the expiration of the restricted period such 180-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted such 180-day period, and if then in each case the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply such 180-day period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material news or material event. In no event will , as applicable, unless the restricted period extend beyond two hundred fifteen managing underwriter(s) waive(s), in writing, such extension; provided, further, however, that: (215a) days after the effective date of restrictions above shall not apply to Registrable Shares sold pursuant to the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary IPO Registration Statement; (b) all executive officers and directors of the Company into which then holding shares of Common Stock of the Company merges or consolidatessecurities 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 sixty (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. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares securities subject to this Section 2.2 8 and to impose stop transfer instructions with respect to the Securities Registrable Shares and such other shares of stock securities of each Holder (and the shares or securities of every other person Person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to without the extent requested by the Company or an underwriter of securities prior written consent of the Companymanaging underwriter, sell or otherwise transfer transfer, make any short sale of, grant any option for the purchase of, or dispose enter into any hedging or similar transaction with the same economic effect as a sale, of any Securities Common Stock (or other shares of stock securities) of the Company then owned held by such Holder (other than to donees or partners those included in the registration) during the period from the filing of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any a registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days Act that includes securities to be sold on behalf of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to public in the expiration Initial Public Offering through the end of the restricted one hundred eighty (180)-day period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after following the effective date of such registration statement (the registration statement. For purposes of this Section 2.2“Lock-up Period”), the term “Company” shall include any wholly-owned subsidiary provided that: (A) all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into which similar agreements, (B) the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to restrictions contained in this Section 2.2 2.10 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, (C) shall only apply to the Initial Public Offering and (D) shall not apply to transactions relating to securities acquired in the Initial Public Offering or open market transactions from and after the date of the Initial Public Offering. The Company may impose stop stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b) with respect to the Securities and such other shares of stock of each Holder Common Stock (and the shares or securities of every other person securities) subject to the foregoing restriction) restriction until the end of such one hundred eighty (180)-day (or other) period. Each Holder further agrees to enter into execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Any discretionary waiver or termination of the restrictions of any agreement reasonably required or all of such agreements by the Company or the underwriters shall apply to implement all Holders subject to such agreements pro rata based on the foregoing within number of shares subject to such agreements. The restrictions of this Section 2.10 shall not apply with respect to any Pivotal Permitted Transfer unless there is a change in the registered holder of the Registrable Securities pursuant to such Pivotal Permitted Transfer. Notwithstanding the foregoing, neither the FF Investor nor the FF Beneficial Investor shall be required to execute any agreements pursuant to this Section 2.10, unless such agreement contains a limitation of liability provision substantially in the form of Section 5.17. Notwithstanding the foregoing, (i) the Company must act reasonably, and use commercially reasonable timeframe so requestedefforts to procure that the managing underwriter acts reasonably in considering any request by the FF Investor or the FF Beneficial Investor to transfer or assign any Common Stock, or any securities convertible or exercisable or exchangeable (directly or indirectly) for Common Stock, or any beneficial interest in respect of such Common Stock or securities to any FF Permitted Transferee and (ii) if the managing underwriter consents to such request then such transfer or assignment shall not require the consent of any other party hereto pursuant to this Agreement.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 5.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, further, that such automatic extension shall not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an emerging growth company (as defined in the Jumpstart Our Business Startups Act of 2012) prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.25.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 5.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 48 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, further, that such automatic extension shall not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an emerging growth company (as defined in the Jumpstart Our Business Startups Act of 2012) prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.248, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 48 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent If requested by the Company or and an underwriter of securities Common Stock (or other securities) of the Company, each holder of Preferred Stock shall not sell or otherwise transfer transfer, make any short sale of, grant any option for the purchase of, or dispose enter into any hedging or similar transaction with the same economic effect as a sale, of any Securities Common Stock (or other shares of stock securities) of the Company then owned held by such Holder holder (other than to donees or partners those included in the registration) during the period from the filing of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any a registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days Act that includes securities to be sold on behalf of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to public in an underwritten public offering under the expiration Securities Act through the end of the restricted period the Company announces that it will release earnings results during the 16180-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after following the effective date of the registration statementstatement for the Initial Public Offering and through the end of the 90-day period following the effective date of any registration statement other than the Initial Public Offering. For purposes of The obligations described in this Section 2.22.10 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 future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the term “Company” shall include any whollyfuture. The Company may impose stop-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(c) with respect to the Securities and such other shares of stock of each Holder Common Stock (and the shares or securities of every other person securities) subject to the foregoing restriction) restriction until the end of such the applicable period. Each Holder further holder of Preferred Stock agrees to enter execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Notwithstanding the foregoing: the foregoing provisions shall be applicable only if (i) all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to subject all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock to the same restrictions (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) and (ii) the Company uses its commercially reasonable efforts to obtain the agreement of the managing underwriter to (x) periodic early releases of portions of the securities subject thereto upon the occurrence of certain specified events, and (y) in the event of any agreement reasonably required early release, all Investors will be released on a pro rata basis from such market stand-off agreements. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to implement all holders subject to such agreements, based on the foregoing within any reasonable timeframe so requestednumber of shares subject to such agreements.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, directly or indirectly, sell, offer to sell (including without limitation any short sale), grant any option or otherwise transfer or dispose of any Securities Registrable Interests or other shares Common Interests of stock the Company or any securities convertible into or exchangeable or exercisable for Common Interests of the Company then owned by such Holder (other than to donees donees, partners or partners other transferees of the Holder who agree to be similarly bound) for a period of up to one hundred eighty 90 days (180or 180 days with respect to Holders of Eligible Co-Investment Interests) days following the effective date of any registration statement the IPO Registration Statement of the Company filed under the Securities Act or up to 90 days (or 180 days with respect to Holders of Eligible Co-Investment Interests) following the date of an Underwritten Offering by the Company pursuant to a Shelf Registration Statement of the Company filed under the Securities Act; provided however thatprovided, if during however, that such agreement shall not be applicable to Registrable Interests sold pursuant to such IPO Registration Statement or such Shelf Registration Statement, as the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventcase may be. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares securities subject to this Section 2.2 7 and to impose stop transfer instructions with respect to the Securities Registrable Interests and such other shares of stock securities of each Holder (and the shares or securities of every other person Person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Registrable Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however provided, however, that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16sixteen-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 2.9 shall continue to apply until the expiration of the 18eighteen-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will shall the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statementstatement and the restrictions imposed by this Section 2.9 shall not apply unless all stockholders then holding more than one percent (1%) of the total equity of the Company on a fully diluted basis and all of the Company’s then-current executive officers and directors enter into similar agreements. Notwithstanding the foregoing, a Holder that is a 1940 Act Investor or one of its permitted transferees shall not be prohibited from selling, transferring or disposing of shares of stock purchased in connection with, or on the open market subsequent to, the IPO, nor shall any such holder be subject to the foregoing restrictions in a registered offering subsequent to the IPO. For purposes of this Section 2.22.9, the term “Company” shall include any wholly-wholly owned subsidiary of the Company into which the Company merges or consolidates. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Registrable Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Covered Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, directly or indirectly sell, offer to sell (including without limitation any short sale), grant any option or otherwise transfer or dispose of any Registrable Securities or other shares Common Shares of stock the Company or any securities convertible into or exchangeable or exercisable for Common Shares of the Company then owned by such Covered Holder (other than to donees or partners of the Covered Holder who agree to be similarly bound) (i) in the case of Participating Covered Holders selling Registrable Securities pursuant to the IPO Registration Statement (as defined in the Private Placement Registration Rights Agreement), for up a period beginning thirty (30) days prior to the effective date of, and continuing for one hundred eighty (18018) days following, the effective date of such IPO Registration Statement and (ii) in the case of all other Covered Holders, for a period of sixty (60) days following the effective date of any registration statement of the Company filed under the Securities Actsuch IPO Registration Statement; provided however thatprovided, however, that if (A) during the last seventeen (17) 17 days of the restricted 180-day (in the case of clause (i)) or 60-day (in the case of clause (ii)) period following the effective date of the IPO Registration Statement, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs, occurs or (B) prior to the expiration of the restricted period such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted such 60-day period, and if then in each case the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply such period will be extended until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material news or material event. In no event will , as applicable, unless the restricted period extend beyond two hundred fifteen managing underwriter(s) waive(s), in writing, such extension; provided, further, however, that: (215a) days after the effective date of restrictions above shall not apply to Registrable Securities sold pursuant to the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary IPO Registration Statement; (b) all executive officers and directors of the Company into which then holding Common Shares of the Company merges or consolidatessecurities convertible into or exchangeable or exercisable for Common Shares of the Company enter into agreements that are no less restrictive; (c) the Covered 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 6(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the periods applicable to all Covered Holders other than the executive officers and directors of the Company as set forth in clauses (i) and (ii) above; and (d) this Section 6 shall not be applicable if the Shelf S-1 Resale Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares securities subject to this Section 2.2 6 and to impose stop transfer instructions with respect to the Registrable Securities and such other shares of stock securities of each Covered Holder (and the shares or securities of every other person Person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall notif an --------------------------- offering is made by means of a proposed underwriting, to during the extent requested period of duration specified by the Company or and an underwriter of the Common Stock or other securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any a registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating it will not, to the Company occursextent requested by such underwriter, directly or prior indirectly sell, offer to the expiration sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s any securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which held by it at any time during such period (except the Registrable Securities included in such registration) not to exceed one hundred eighty (180) days in the case of the Company's IPO and not to exceed ninety (90) days in the case of all subsequent registration statements for underwritten offerings; provided, however, that all officers and directors of the Company merges and all other persons with registration rights (whether or consolidatesnot pursuant to this Agreement) enter into similar agreements; and provided further, however, that notwithstanding the foregoing provision, the Holders shall be afforded at least ninety (90) days during a twelve (12) month period in which they shall not be subject to the restrictions of this SECTION 12, and in any event, the Holders may sell, transfer or otherwise dispose of the Warrants if the purchaser or donee thereof agrees to be bound by this SECTION 12 in respect of securities issuable upon exercise of the Warrants. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to may impose stop stop-transfer instructions with respect to the Registrable Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however thatthat , if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s 's securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “"Company” " shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, directly or indirectly sell, offer to sell (including without limitation any short sale), grant any option or otherwise transfer or dispose of any Securities Registrable Shares or other shares of stock of the Company Class A Shares or any securities convertible into or exchangeable or exercisable for Class A Shares then owned by such Holder (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 acquires and holds Registrable Shares, for up to 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 all other Holders who include Registrable Shares in the IPO Registration Statement, beginning on the effective date of, and continuing for one hundred eighty (180) days following the effective date of any registration statement the IPO 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 however thatprovided, further, however, if (i) during the last seventeen (17) days of the applicable restricted period period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (ii) prior to the expiration of the applicable restricted period 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, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof appliesthen, then in each case, the restrictions imposed by this Section 2.2 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 material event. In no event will , unless the restricted period extend beyond two hundred fifteen managing underwriter in the Underwritten Offering waives, in writing, such extension or the Company is then an Emerging Growth Company (215as defined under the Securities Act) days after and provided, further, however, that: (a) the effective date of restrictions above shall not apply to Registrable Shares sold pursuant to the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary IPO Registration Statement; (b) all executive officers and directors of the Company then holding Class A Shares or securities convertible into which 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(c) shall be construed as a right to proportionate release for the executive officers and directors of the Company merges 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 consolidatesthe Registrable Securities were made eligible for trading on the OTC OB or OTC QX prior to the filing of an IPO Registration Statement. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares securities as subject to this Section 2.2 8 and to impose stop transfer instructions with respect to the Securities Registrable Shares and such other shares of stock securities of each Holder (and the shares or securities of every other person Person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 3.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.23.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares Shares subject to this Section 2.2 3.2 and to impose stop transfer instructions with respect to the Securities and such other shares Shares of stock of each Holder (and the shares Shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall notnot sell, offer, pledge, contract to the extent requested by the Company sell, grant any option or an underwriter of securities of the Companycontract to purchase, sell purchase any option or contract to sell, grant any right or warrant to purchase, lend or otherwise transfer or dispose of encumber, directly or indirectly, any Securities Shares or other shares of stock securities of the Company then owned held by such Holder, nor shall the Holder (enter into any swap, hedging or other than arrangement that transfers to donees another, in whole or partners in part, any of the economic consequences of ownership of any Shares or other securities of the Company held by Holder who agree to be similarly bound) for up to during the one hundred eighty (180) days day period following the effective date of any a registration statement of the Company filed under in connection with the Securities ActIPO (the “Lock-Up Period”); provided however thatprovided, however, that (i) 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 the Company’s preferred stock, warrant, right or other security) of the Company enter into similar agreements, (ii) if the Company or representatives of the underwriters waives or terminates the restrictive provisions of the market stand-off agreements of the parties described in clause (i) of this proviso, then such discretionary waiver or termination shall apply to all holders subject to such market stand-off agreements and the Holder on a pro rata basis based on the number of shares subject to such agreements and this Section 4.6, and (iii) for the purpose of compliance with NASD Rule 2711(f)(4), if (A) during the last seventeen (17) 17 days of the restricted period Lock-Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs, occurs or (B) prior to the expiration of the restricted period Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof appliesLock-Up Period, then in each case, Holder hereby consents to an extension to the restrictions imposed by this Section 2.2 shall continue to apply Lock-Up Period until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material news or material event, as applicable, unless such extension is waived in writing. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any whollyThe Company may impose stop-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions and may stamp each such certificate with the second legend set forth in Section 5.2 hereof with respect to the Securities and such Shares or other shares of stock of each Holder (and the shares or securities of every other person the Company held by Holder subject to the foregoing restriction) restriction until the end of such periodthe Lock-Up Period. Each Holder further agrees to enter into any execute a market standoff agreement reasonably required by with said underwriters in customary form consistent with the underwriters to implement the foregoing within any reasonable timeframe so requestedprovisions of this Section 4.6.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent If requested by the Company or and an underwriter of securities Ordinary Shares (or other securities) of the Company, each Holder shall not sell or otherwise transfer transfer, make any short sale of, grant any option for the purchase of, or dispose enter into any hedging or similar transaction with the same economic effect as a sale, of any Securities Ordinary Shares (or other shares of stock securities) of the Company then owned held by such Holder (other than to donees or partners of those included in the Holder who agree to be similarly boundregistration) for up to during the one hundred eighty (180) days day period following the effective date of any registration statement the Company’s Initial Public Offering provided that: all officers and directors of the Company filed under and holders of at least one percent (1%) of the Securities ActCompany’s voting securities are bound by and have entered into similar agreements; provided however that, further that if (a) during the last seventeen (17) 17 days of the restricted such 180-day period the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (b) prior to the expiration of the restricted period such 180-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted such 180-day period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 2.10 shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any whollyThe Company may impose stop-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b) hereof with respect to the Securities and such other shares of stock of each Holder Ordinary Shares (and the shares or securities of every other person securities) subject to the foregoing restriction) restriction until the end of such one hundred eighty (180) day period. Each Holder further agrees to enter into execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. Such Market Stand-off Agreement shall provide that transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period are permitted, provided that such Affiliate executes a lock-up or standoff agreement reasonably required substantively identical to that signed by the underwriters to implement the foregoing within any reasonable timeframe so requestedtransferring Holder.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall notagrees, severally and not jointly, in connection with the initial public offering of the Company’s securities (other than a registration of securities in a Rule 145 transaction or with respect to the extent requested by an employee benefit plan), upon request of the Company or an underwriter of securities the underwriters managing any underwritten offering of the Company’s securities, sell not to sell, make any short sale of, loan, grant any option for the purchase of, pledge, hypothecate, limit such Holder’s market risk regarding or otherwise transfer directly or indirectly dispose of or agree to directly or indirectly dispose of any Registrable Securities (other than those included in the registration) or other shares of capital stock of the Company then owned by such Holder (other than to donees or partners securities exchangeable or convertible into capital stock of the Holder who agree Company without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to be similarly bound) for up to exceed one hundred eighty (180) days following from the effective date of any registration statement of the final prospectus used in such registration) as may be requested by the Company filed under or such managing underwriters, and to enter into a lock-up agreement in customary form with such underwriters providing for restrictions approved by the Securities ActBoard; provided however that, if during the last seventeen (17) 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if then, upon the Company’s securities are listed on request of the Nasdaq Stock Market and Rule 2711 thereof appliesmanaging underwriter, then to the extent required by any FINRA rules, the restrictions imposed by this Section 2.2 1.15 shall continue to apply until the end of the third trading day following the expiration of the 1815-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) 216 days after the effective date of the registration statement. For purposes The foregoing provisions of this Section 2.2, 1.15 shall only be applicable to the term “Company” shall include any wholly-owned subsidiary Holders if all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into which similar agreements in connection with the Company merges or consolidatesoffering. To enforce The certificates for the foregoing covenant(a) Shares, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the (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 other shares of stock of each Holder (and market stand-off provision remains in place, a legend in substantially the shares or securities of every other person subject to the foregoing restriction) until the end of such periodfollowing 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 THE PERIOD THEREIN SPECIFIED FOLLOWING THE DATE OF THE FINAL PROSPECTUS FOR THE INITIAL PUBLIC OFFERING OF THE ISSUER’S COMMON STOCK. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requestedTHIS 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 Stockholder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder Stockholder (other than to donees or partners of the Holder Stockholder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 1.3 shall continue to apply until the expiration of the 18-18- day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, further, that such automatic extension will not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(t)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012) before or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.21.3, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares Securities subject to this Section 2.2 1.3 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder Stockholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder Stockholder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each (a) For the Initial Public Offering, each Holder hereby agrees that it such Holder shall notnot sell, to transfer, make any short sale of, grant any option for the extent requested by purchase of, enter into any hedging or similar transaction with the Company or an underwriter of securities of the Company, sell same economic effect as a sale or otherwise transfer or dispose of any Securities Common Stock (or any other shares of stock securities of the Company then owned Company) held by such Holder (other than to donees or partners those included in the registration) for a period (the “Lock Up Period”) specified by the representative of the Holder who agree underwriters of the Common Stock (or any other securities) of the Company not to be similarly bound) for up to exceed one hundred eighty (180) calendar days following the effective date of any a registration statement of the Company filed under the Securities ActAct for such offering (the “Effective Date”); provided however that, if during the last seventeen that (17i) days all current and future officers and directors of the 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 and all current and future holders of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day at least one percent (1%) of the restricted period, and if the Company’s voting securities are listed on the Nasdaq Stock Market and Rule 2711 thereof appliesenter into similar agreements, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215ii) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have use its best efforts to decrease the right to place restrictive legends on Lock Up Period by providing for periodic releases of portions of the certificates representing the shares subject securities restricted pursuant to this Section 2.2 2.12(a) (for example, one-third released sixty (60) days following the Effective Date, one-third released ninety (90) days following the Effective Date, and one-third released one-hundred twenty (120) days following the Effective Date), and (iii) the Company shall use its best efforts to have the Lock Up Period terminate if the trading price of the Common Stock after the Effective Date exceeds a certain threshold for a certain time period (for example, the Lock Up Period shall terminate if the trading price of the Common Stock following the Effective Date exceeds 125% of the initial price to public in the Initial Public Offering for a period of at least five (5) trading days). In the 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. (b) Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Section 2.12 or that are necessary to give further effect thereto. The obligations described in this Section 2.12 shall not apply to a Special Registration Statement. The Company may impose stop stop-transfer instructions with respect to for the Securities and such other shares of stock of each Holder Common Stock (and the shares or securities of every any other person securities) subject to the foregoing restriction) restriction until the end of such the relevant market stand-off period. Each Holder further holder agrees that any transferee of any shares of Registrable Securities shall be bound by Section 2.12. The underwriters of the Company’s stock are intended third party beneficiaries of Section 2.12 and shall have the right, power and authority to enter into any agreement reasonably required by enforce the underwriters to implement the foregoing within any reasonable timeframe so requestedprovisions hereof as though they were a party hereto.

Market Stand-Off Agreement. Each The Holder hereby agrees that that, 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, it shall not, to the extent requested by the Company and such underwriter, directly or an underwriter of securities of the Companyindirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement securities of the Company filed under the Securities Actheld by it at any time during such period except common stock included in such registration; provided provided, however that, if during the last seventeen that such market stand-off time period shall not exceed ninety (1790) days of the restricted period the Company issues an earnings release or material news or a material event relating days. The Holder agrees to provide to the Company occursother underwriters of any public offering such further agreements as such underwriter may reasonably request in connection with this market stand-off agreement, or prior to provided that the expiration terms of such agreements are substantially consistent with the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes provisions of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates15. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to may impose stop stop-transfer instructions with respect to the Securities and such other shares Shares of stock of each the Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees Notwithstanding the foregoing, (i) the obligations described in this Section 15 shall not apply to enter a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction, and (ii) this market stand-off agreement shall have no force or effect unless all other holders of record of at least five (5) percent of the Company’s outstanding voting securities and all Company board members and officers holding outstanding voting securities shall have entered into any a substantially similar agreement reasonably required by with a market stand-off time period of at least the underwriters to implement the foregoing within any reasonable timeframe so requestedsame duration.

Market Stand-Off Agreement. Each Holder hereby By exercising the Option Purchaser agrees (in addition to any restrictions on transfer set forth in the Stockholders’ Agreement) that it the Purchaser shall notnot sell, to dispose of, transfer, make any short sale of, grant any option for the extent requested purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by the Company or an underwriter Purchaser, for a period of time specified by the managing underwriter(s) in any public offering of securities of the CompanyCompany (not to exceed 180 days (the “Lock Up Period”)); provided, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder however that if (other than to donees or partners of the Holder who agree to be similarly boundi) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news news, or a material event relating to the Company occurs, during the last 17 days of the Lock-up Period, or (ii) prior to the expiration of the restricted period Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted periodLock-up Period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 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 material event. In no event will the restricted period extend beyond two hundred fifteen (215to allow any managing underwriter to comply with FINRA Rule 2711(f)(4)) days after following the effective date of the a registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary statement of the Company into which filed under the Securities Act. Purchaser further agrees to execute and deliver such other agreements as may be reasonably requested by the Company merges and/or the underwriter(s) that are consistent with the foregoing or consolidatesthat are necessary to give further effect thereto. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to may impose stop stop-transfer instructions with respect to the Securities and such other your shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) Common Stock until the end of such period. Each Holder The underwriters of the Company’s stock are intended third party beneficiaries of this Section 12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto 13. SECTION 83(b) ELECTION. Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Common Stock and the fair market value of the Common Stock as of the date any restrictions on the Common Stock lapse. In this context, “restriction” includes the right of the Company to buy back the Common Stock pursuant to the Repurchase Option set forth above. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within thirty (30) days from the date of purchase. Even if the fair market value of the Common Stock at the time of the execution of this Agreement equals the amount paid for the Common Stock, the 83(b) Election must be made to avoid income under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further agrees to enter into any agreement reasonably required by understands that Purchaser must file an additional copy of such 83(b) Election with his or her federal income tax return for the underwriters to implement calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing within is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any reasonable timeframe so requestedmunicipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser’s death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Common Stock.

Market Stand-Off Agreement. Each Holder hereby agrees that it such Holder shall notnot sell, offer, pledge, contract to the extent requested by the Company sell, grant any option or an underwriter of securities of the Companycontract to purchase, sell purchase any option or contract to sell, grant any right or warrant to purchase, lend or otherwise transfer or dispose of encumber, directly or indirectly, any Securities Common Stock (or other shares of stock securities) of the Company then owned held by such Holder, nor shall the Holder (enter into any swap, hedging or other than arrangement that transfers to donees another, in whole or partners in part, any of the Holder who agree to be similarly boundeconomic consequences of ownership of any Common Stock (or other securities) for up to during the one hundred eighty (180) days day period following the effective date of any a registration statement of the Company filed in connection with the Company’s Qualified Initial Public Offering under the Securities ActAct (the “Lock-Up Period”); provided however thatthat for the purpose of compliance with NASD Rule 2711(f)(4), if (i) during the last seventeen (17) 17 days of the restricted period initial Lock-Up Period, the Company issues an releases earnings release results or material news or a material event relating to the Company occurs, occurs or (ii) prior to the expiration of the restricted period initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof appliesinitial Lock-Up Period, then in each case, each Holder hereby consents to an extension to the restrictions imposed by this Section 2.2 shall continue to apply Lock-Up Period until the expiration of the 18-day period beginning on the issuance date of release of the earnings release results or the occurrence of the material news or material event. In no event will , as applicable, unless such extension is waived in writing; provided further that such agreement shall be applicable only to the restricted period extend beyond two hundred fifteen (215) days after the effective date of the first such registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary statement of the Company into which covers securities to be sold on its behalf to the public in an underwritten offering but not to Registrable Securities sold pursuant to such registration statement; and (i) all executive officers and directors of the Company merges or consolidates. To enforce the foregoing covenant, then holding Common Stock of the Company shall have and (ii) all shareholders holding in the right to place restrictive legends on aggregate at least 1% of the certificates representing total equity of the shares subject to this Section 2.2 and to Company, enter into similar agreements. The Company may impose stop stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(c) hereof with respect to the Securities and such other shares of stock of each Holder Common Stock (and the shares or securities of every other person securities) subject to the foregoing restriction) restriction until the end of such periodLock-Up Period. Each Holder further agrees to enter into any execute a market standoff agreement reasonably required by with said underwriters in customary form consistent with the underwriters to implement the foregoing within any reasonable timeframe so requestedprovisions of this Section 2.10.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of capital stock of the Company then owned by such Holder (other than to donees any trust for the direct or partners indirect benefit of the Holder who agree or any Immediate Family Members of the Holder provided that the trustee of the trust agrees to be similarly boundbound and the transfer does not involve any consideration) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities ActAct relating to the registration by the Company for its own behalf of shares of its Common Stock or other equity securities on a registration statement on Form S-1 or S-3; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. The foregoing shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement and shall not apply unless all officers and directors of the Company are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one (1) percent of the Company’s outstanding Common Stock on a fully diluted basis after giving effect to conversion into Common Stock of all outstanding convertible securities. The underwriters in connection with any such registration are third party beneficiaries of this Section 2.2 and shall have the right, power and authority to enforce the provisions hereof as if they were a party hereto. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, directly or indirectly sell, offer to sell (including without limitation any short sale), grant any option or otherwise transfer or dispose of any Securities Registrable Shares or other shares of stock 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 (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 any registration statement an IPO Registration Statement of the Company filed under the Securities Act; provided however provided, however, that, if during : (a) the last seventeen restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement; (17b) days all executive officers and directors of the restricted period Company then holding shares of Common Stock of the Company issues an earnings release or material news securities convertible into or a material event relating to exchangeable or exercisable for shares of Common Stock of the Company occursenter into similar agreements; (c) the Holders shall be allowed any concession or proportionate release allowed to any executive 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, or prior 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 restricted period the Company announces that it will release earnings results during the 1660-day period beginning on applicable to all Holders other than the last day executive officers and directors of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by ; (d) this Section 2.2 7 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary not be applicable if a Shelf Registration Statement of the Company into which filed under the Company merges or consolidatesSecurities Act has been declared effective prior to the filing of an IPO Registration Statement. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares securities subject to this Section 2.2 7 and to impose stop transfer instructions with respect to the Securities Registrable Shares and such other shares of stock securities of each Holder (and the shares or securities of every other person Person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 3.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.23.2, the term “Company” shall include any wholly-wholly- owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares Shares subject to this Section 2.2 3.2 and to impose stop transfer instructions with respect to the Securities and such other shares Shares of stock of each Holder (and the shares Shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Registrable Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.22.2,2.13, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 2.22.13 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Registrable Securities or other shares of stock of the Company then owned by such Holder (other than to donees donees, partners or partners Affiliates of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Actan IPO; provided however that, if during the last seventeen (17) 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and 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 2.2 2.9 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) 215 days after the effective date of the registration statement. . (a) For purposes of this Section 2.22.9, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates book-entry accounts representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Registrable Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. The foregoing provisions of this Section 2.9 shall not apply to any sale of any shares pursuant to an underwriting agreement and shall not apply to any shares acquired in an IPO or in market purchases following an IPO. Each Holder further agrees to enter into any agreement execute such agreements as may be reasonably required requested by the underwriters of each such registration statement that are consistent with this Section 2.9 or that are necessary to implement give further effect thereto. Any discretionary waiver or termination of the foregoing within restrictions of any reasonable timeframe so requestedor all of such agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements. The obligations described in Section 2.9 shall apply only if all officers and directors of the Company and all one-percent (1%) security holders enter into similar agreements, and shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act.

Market Stand-Off Agreement. Each Holder hereby Optionee agrees that it shall notthat, to the extent if requested by the Company or an the managing underwriter of securities any proposed public offering of the Company’s securities (including any acquisition transaction where Company securities will be used as all or part of the purchase price), Optionee will not sell or otherwise transfer or dispose of any Securities or other shares of stock Shares held by Optionee without the prior written consent of the Company then owned by or such Holder (other than underwriter, as the case may be, during such period of time, not to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) exceed 180 days following the effective date of any the registration statement of filed by the Company filed under with respect to such offering, as the Securities Act; provided however thatCompany or the underwriter may specify (or such other period as may be requested by the Corporation or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, if 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) (the “Restricted Period”). If during the last seventeen (17) days of the restricted period 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 Restricted Period the Company announces that it will release earnings results during the sixteen (16-) day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof appliesRestricted Period, then the restrictions imposed by this Section 2.2 21 shall continue to apply until the expiration of the eighteen (18-) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period Restricted Period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 2.25.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, further, that such automatic extension shall not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an emerging growth company (as defined in the Jumpstart Our Business Startups Act of 2012) prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 5.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 5.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, not sell or otherwise transfer transfer, make any short sale of, grant any option for the purchase of, or dispose enter into any hedging or similar transaction with the same economic effect as a sale, of any Securities Common Stock (or other shares of stock securities) of the Company then owned held by such Holder (other than to donees or partners of those included in the Holder who agree to be similarly boundregistration) for up to during the one hundred eighty (180) days day period following the effective date of any the registration statement of for the Company Initial Public Offering filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if then, upon the Company’s securities are listed on request of the Nasdaq Stock Market and Rule 2711 thereof appliesmanaging underwriter, then to the extent required by any FINRA rules, the restrictions imposed by this Section 2.2 2.10 shall continue to apply until the end of the third trading day following the expiration of the 1815-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In event but in no event will the restricted period extend beyond two hundred fifteen (215) 216 days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary provided further that (a) officers and directors of the Company (as well as investment funds affiliated therewith) and all other holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into which the Company merges or consolidatessimilar agreements. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to The obligations described in this Section 2.2 and 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-I or Form S-8 or similar forms that may be promulgated in the future, to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(c) hereof with respect to the Securities and such other shares of stock of each Holder Common Stock (and the shares or securities of every other person securities) subject to the foregoing restriction) restriction until the end of such one hundred eighty (180) day (or other) period. Each Holder further agrees to enter into any execute a market standoff agreement reasonably required by with said underwriters in customary form consistent with the underwriters to implement the foregoing within any reasonable timeframe so requestedprovisions of this Section 2.10.

Market Stand-Off Agreement. Each Holder holder of Registrable Securities hereby agrees that during the 180-day period following the effective date of a registration statement of the Corporation filed under the Securities Act (each a "Registration Statement"), it shall not, to the extent requested by the Company Corporation or an the lead underwriter of securities of with respect to such Registration Statement (the Company"Lead Underwriter"), sell sell, contract to sell, make any short sale of, pledge or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder transferees who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement Common Stock of the Company filed under Corporation 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 Securities Act; provided however that, if during the last seventeen (17) days initial public offering of the 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 Corporation which covers Common Stock; and (b) all officers and directors of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventCorporation enter into similar agreements. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To order to enforce the foregoing covenant, each holder of Registrable Securities further agrees to sign such documents as may be reasonably requested by the Company shall have Lead Underwriter and the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to Corporation may impose stop stop-transfer instructions with respect to the Registrable Securities and such other shares of stock of each Holder holder of Registrable Securities (and the shares or securities of every other owner person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to enter into any agreement reasonably required The Corporation and the holders of Registrable Securities acknowledge that each Lead Underwriter of a public offering of the Company's stock, during the period of such offering and for the 180-day period thereafter, is an intended third party beneficiary of this Section 16. During the period from identification as a Lead Underwriter in connection with a Registration Statement until, the earlier of (i) expiration of the lock- up period specified in this Section 16 in connection with such Registration Statement, or (ii) the abandonment of such Registration Statement by the underwriters to implement Corporation and such Lead Underwriter, the foregoing within any reasonable timeframe so requestedprovisions of this Section 16 may not be amended without the consent of such Lead Underwriter.

Market Stand-Off Agreement. Each The Holder hereby agrees that that, 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, it shall not, to the extent requested by the Company and such underwriter, directly or an underwriter of securities of the Companyindirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement securities of the Company filed under the Securities Actheld by it at any time during such period except common stock included in such registration; provided provided, however that, if during the last seventeen that such market stand-off time period shall not exceed ninety (1790) days of the restricted period the Company issues an earnings release or material news or a material event relating days. The Holder agrees to provide to the Company occursother underwriters of any public offering such further agreements as such underwriter may reasonably request in connection with this market stand-off agreement, or prior to provided that the expiration terms of such agreements are substantially consistent with the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes provisions of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates15. To In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to may impose stop stop-transfer instructions with respect to the Securities and such other shares Shares of stock of each the Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees Notwithstanding the foregoing, (i) the obligations described in this Section 15 shall not apply to enter a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction, and (ii) this market stand-off agreement shall have no force or effect unless all other holders of record of at least five (5) percent of the Company’s outstanding voting securities and all Company board members and officers holding outstanding voting securities shall have entered into any a substantially similar agreement reasonably required by with a market stand-off time period of at least the underwriters to implement the foregoing within any reasonable timeframe so requestedsame duration.

Market Stand-Off Agreement. Each Holder and the Company hereby agrees agree that it shall will not, without the prior written consent of the managing underwriter, in connection with an underwritten offering pursuant to the extent requested Section 2.2 by the Company or an underwriter for its own behalf of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (its Common Stock or any other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed equity securities under the Securities Act; provided however thatAct on a registration statement on Form S-3, if during the last seventeen period commencing on the date of the final prospectus relating to and ending on the date specified by the Company and the managing underwriter (17such period not to exceed ninety (90) days (the “Holdback Period”)), effect any sale or distribution of the restricted period Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities. If (x) the Company issues an earnings release or other material news or a material event relating to the Company occurs, and its subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the restricted period Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until upon the expiration of the 18Holdback Period, then to the extent necessary for a managing or co-day period beginning on managing underwriter of an underwritten offering required hereunder to comply with FINRA Rule 2711(f)(4) or any successor regulation, the issuance of Holdback Period shall be extended until 18 days after the earnings release or the occurrence of the material news or material event. In no event will , as the restricted period extend beyond two hundred fifteen (215) days after the effective date case may be; provided, however, that such extension of the registration statement. For purposes Holdback Period shall not apply if at the expiration of this Section 2.2the Holdback Period (i) the Common Stock meets the definition of “actively traded securities” (as defined in Regulation M under the Exchange Act) and (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual (such period, if any, the term “Company” shall include any whollyHoldback Extension”). The Company may impose stop-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or its securities of every other person that are subject to the foregoing restriction) forgoing restriction until the end of such period, including any 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, (ii) shall 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 one percent (1%) of the Company’s outstanding capital stock and (iii) shall be applicable to a Holder only if the Company has complied with its obligations under Section 2 and has included at least 75% of the Registrable Securities requested to be included by such Holder in such underwritten offering. The underwriters in connection with such underwritten offering are intended third-party beneficiaries of this Subsection 2.10 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 enter into any agreement execute such agreements as may be reasonably required requested by the underwriters in connection with such underwritten offering that are consistent with this Subsection 2.10 or that are necessary to implement the foregoing within any reasonable timeframe so requestedgive further effect thereto.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent If so requested by the Company and the underwriters in connection with the initial public offering of the Company’s securities registered under the Act, Purchaser shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or an underwriter of 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 CompanyCompany held by Purchaser, sell or otherwise transfer or dispose of any Securities or other shares of stock of including the Company then owned by such Holder Stock (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (“Restricted Securities”), during the 180) days -day period following the effective date of any such registration statement of the Company filed under the Securities Act; provided however that(or such longer period, if during the last seventeen (17) not to exceed 34 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to after the expiration of the restricted period 180-day period, as the underwriters or the Company announces that it will release earnings results during the 16-day period beginning on the last day 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 the restricted period, and if this Section 6 shall apply only to the Company’s securities initial public offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Purchaser only if all officers and directors are listed on subject to the Nasdaq Stock Market same restrictions and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue Company uses commercially reasonable efforts to apply until the expiration obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the 18-day period beginning on the issuance Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding shares of the earnings release Company’s preferred stock). Purchaser agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the Exhibit 3.2(a) managing underwriters which are consistent with the foregoing or the occurrence of the material news or material eventwhich are necessary to give further effect thereto. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.2, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to may impose stop stop-transfer instructions with respect to the Purchaser’s Restricted Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees The underwriters for the Company’s initial public offering are intended third-party beneficiaries of this Section 6 and shall have the right, power and authority to enter into any agreement reasonably required by enforce the underwriters to implement the foregoing within any reasonable timeframe so requestedprovisions hereof as though they were a party hereto.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to the extent requested Except as otherwise approved by the Company Committee, the holder of any shares of Common Stock acquired in connection with the grant, exercise or vesting of an underwriter of securities of the CompanyIncentive Award may not sell, sell assign, transfer or otherwise transfer dispose of, make any short sale of, grant any option for the purchase of, or dispose of enter into any Securities hedging or similar transaction with the same economic effect as a sale of, any Common Stock (or other shares of stock securities) of the Company then owned held by such Holder holder (other than to donees or partners of those included in the Holder who agree to be similarly boundregistration) for up to during the one hundred eighty (180) days day period following the effective date of any the initial registration statement of the Company filed under the Securities Act; provided however that, if Act (or such longer period as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation) and during the last seventeen ninety (1790) days day period following the effective date of any subsequent registration statement of the restricted Company filed under the Securities Act (or such longer period as the underwriters or the Company issues an earnings release or material news or a material event relating shall request in order 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-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and facilitate compliance with FINRA Rule 2711 thereof appliesor NYSE Member Rule 472 or any successor or similar rule or regulation); provided, then the however, that such restrictions imposed by this Section 2.2 with respect to any subsequent registration shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond terminate two hundred fifteen (2152) days years after the effective date of the Company’s initial registration statementstatement filed under the Securities Act. For purposes The foregoing provisions will not apply to the sale of this Section 2.2, the term “Company” any securities to an underwriter pursuant to an underwriting agreement and shall include any wholly-owned subsidiary only be applicable to such holder if all then current executive officers and directors of the Company enter into which similar agreements. The provisions hereof shall not apply to a registration relating solely to employee benefit plans on Form S 1 or Form S 8 or Rule 145 transactions on Form S 4, or similar forms that may be promulgated in the future. The Company merges or consolidates. To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to may impose stop transfer instructions with respect to the Securities and such other shares securities subject to the provisions hereof until the end of stock of each Holder (and the shares or securities of every other person applicable periods. The underwriters in connection with any public offering subject to the foregoing restriction) until provisions are intended third-party beneficiaries of this Section 17.2 and will have the end of such periodright to enforce the provisions hereof as though they were a party hereto. Each Holder further By accepting an Incentive Award under the Plan, each Participant agrees to enter into an appropriate lock-up agreement with any agreement reasonably required by such underwriters containing provisions similar in all material respects with the underwriters to implement the foregoing within any reasonable timeframe so requestedterms of this Section 17.2.

Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to toTo the extent requested by the Company or an underwriter of securities of the Company, each Holder shall not sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to tobefore the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall 5.2 shallwill continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, further, that such automatic extension shallwill not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012) prior tobefore or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of the registration statement. For purposes of this Section 2.25.2, the term “Company” shall include includeincludes any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenant, the theThe Company shall have the right to tomay place restrictive legends on the certificates representing the shares subject to this Section 2.2 5.2 and to tomay impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder further agrees to toshall enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested.