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 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 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 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 such Holder shall notnot sell, to transfer, make any short sale of, grant any option for the extent requested by purchase of, or enter into any hedging or similar transaction with the Company or an underwriter of securities of the Companysame economic effect as a sale of, 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 to donees or partners those included in the registration) for a period specified by the representative of the Holder who agree underwriters of Common Stock (or other securities) of the Company not to be similarly bound) for up to exceed 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 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 Act in connection with the Company’s securities are listed on IPO (such period of time, the Nasdaq Stock Market “Lockup Period”), provided that all officers and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration directors of the 18-day period beginning on the issuance Company and holders of at least one percent (1%) of the earnings release or the occurrence of the material news or material eventCompany’s voting securities (on an as-converted to Common Stock basis) are bound by and have entered 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 The foregoing provisions of this Section 2.22 shall apply only to the IPO, and shall not apply to the term “Company” shall include sale of any wholly-owned subsidiary of shares to an underwriter pursuant to an underwriting agreement, or any shares purchased in connection with the IPO or on the open market following the IPO. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company into or the underwriter which the Company merges or consolidates. To enforce are consistent with the foregoing covenant, the or which are necessary to give further effect thereto. 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 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 said one hundred eighty (180) day period. Each Holder further agrees The underwriters of the Company’s stock are intended third party beneficiaries of this Section 2 and shall have the right, power and authority to enter into enforce the provisions hereof as though they were a party hereto. 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 pro rata to implement all Company stockholders that are 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 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 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, 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 EXHIBIT 4.2 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 (215managing underwriter(s) days after the effective date of the registration statement. For purposes of this Section 2.2waive(s), the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenantin writing, 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.extension; provided, further, however, that:

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. 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 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 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 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 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 (215) days after the effective date of the registration statement. For purposes of this Section 2.2managing underwriter in an Underwritten Offering waives, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. To enforce the foregoing covenantin writing, 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.an extension; provided, further, however, that:

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 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 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, 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 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 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 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, 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, 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 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.

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 If requested by the Company and the managing underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees that it such Holder shall notnot 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 immediately prior to the extent effective date for the registration statement for the Initial Public Offering (other than any shares included in the registration) during one hundred and eighty (180) day period following the effective date of the Initial Public Offering or, if requested by such managing underwriter, such longer period of time as is necessary for compliance with rules of the Financial Industry Regulatory Authority, provided, however, that such extension shall not exceed thirty-four (34) days following the expiration of the original one hundred and eighty (180) day period; provided, further, that such restriction shall not apply to a transfer by a Holder to its affiliate (including an Affiliated Fund) or any Person that shares a common investment advisor with such Holder if such transferee agrees to be bound by the provisions hereof in the same manner as such transferring Holder. The foregoing provisions of this Section 2.10 shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than one percent (1%) of the outstanding Common Stock are subject to the same restrictions and provided, in addition, the Company will use commercially reasonable efforts to obtain the consent of the managing underwriter for earlier release of market stand-off and transfer restrictions on a portion of the Holders’ Common Stock and if the Company or an any underwriter of the Initial Public Offering waives or terminates any market stand-off or transfer restrictions imposed on any holder of securities of the Company, sell then such waiver or otherwise termination shall be granted to all Holders subject to market stand-off or transfer or dispose restrictions hereby, pro rata based on the number of any Securities shares of Common Stock beneficially held by such other holder and the Holders hereby. The Company may 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 shares of 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 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 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 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 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 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.