Common use of Market Stand-Off Clause in Contracts

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Market Stand-Off. In connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, each Stockholder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except as expressly permitted for a period of one hundred eighty (180) days from the effective date of such registration (the “Restricted Period”), and to the extent requested by the underwriter, each Stockholder shall, at the time of such lock-up offering, execute an agreement or in the event the managing Underwriters otherwise agree by written consentreflecting these requirements binding on such Stockholder that are substantially consistent with this Section 14; 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 sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 14 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) 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 sixteen (216) days after the effective date of the registration statement. In order to enforce the restriction set forth above or any other restriction agreed by Stockholder, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Stockholder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten end of the applicable stand-off period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this Section 14. Each Stockholder agrees that prior to the Company’s Initial Public Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 14, provided that this Section 14 shall not apply to transfers pursuant to a Registration Statement. Each Stockholder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Stockholder issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. After the Company’s Initial Public Offering and expiration of any lock-up restriction period, upon request of any Stockholder who is a period holder of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In (a) The Optionee hereby agrees that, in connection with any Underwritten Offering registration of equity securities of under the Company (other than a Block Trade or Other Coordinated Offering), if requested Securities Act by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, the Optionee (and the Optionee’s permitted transferees, if any) shall not sell or otherwise transfer (including through short-sales, hedging, or similar transactions) any Option Shares during the forty-five period that the Board specifies (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consenta “Holdback”); provided, however, that such period shall not exceed one hundred eighty (180) days (or other such period that the underwriters reasonably require) following the effective date of the applicable registration statement filed under the Securities Act (the “Market Stand-Off Period”). Until the end of such Market Stand-Off Period, the Company may impose, with respect to any Shares held by the first Underwritten Offering following Optionee or his or her permitted transferee, stop-transfer instructions consistent with the Closingforegoing restrictions. (b) Optionee also agrees to be bound by any restriction agreed to by holders of not less than a majority of the then outstanding Shares (giving effect to the pro forma conversion of all outstanding preferred shares and other convertible securities and the pro forma exercise of all stock options, warrants and other rights, to the extent then exercisable). (c) In addition, if the any managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) underwriter or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing book runner of any such Underwritten Offeringoffering or registration (the “Underwriter”) requests, the Optionee will execute and deliver to the Underwriter such documents, agreements, and instruments that the Underwriter shall reasonably require to enable the Underwriter to obtain the benefit of the Holdback during the Market Stand-Off Period. Each such Holder agrees In connection with the foregoing, the Optionee hereby appoints the Company’s Chief Executive Officer as the Optionee’s attorney-in-fact, with full power of substitution, to execute a customary lock-up agreement in favor of and deliver all documents, agreements and instruments to be executed and delivered by the Underwriters Optionee, and to such effect (take all actions to be taken by the Optionee in each case on substantially the same terms and conditions as all such Holders)in connection with effecting any Holdback.

Market Stand-Off. In connection with any Underwritten Offering of equity securities the IPO and upon request of the Company (other than or the underwriters managing such IPO, Holder shall not sell, make any short sale of, loan, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a Block Trade sale, or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess otherwise dispose of five percent (5%) any of the outstanding Common Stock Company’s capital stock (and for which it is customary for such a Holder to agree to a lock-upor any securities convertible into the Company’s capital stock) agrees that it shall not Transfer any shares of Common Stock held by Holder, however or other equity securities of the Company whenever acquired (other than those included in such offering pursuant the registration or purchased subsequent to this Agreement), the IPO) without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter time agreed to by underwriters, as the managing Underwriters) beginning on the date of pricing of case may be, for such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five time (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period one hundred and eighty (180) days, but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with the then applicable rules of ninety the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (9034) days after the expiration of such 180-day period) from the effective date of such registration statement as may be requested by the pricing Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of any such Underwritten Offeringthe IPO. Each such Holder agrees to execute a customary lock-up agreement in favor and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the Underwriters underwriters of the Company’s capital stock (or other securities) of the Company, Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters of the Company’s stock are intended third party beneficiaries of this Article 1.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The foregoing agreements of Holder in this Article 1.7 shall apply only if all directors and officers of the Company, and all holders of one percent (1%) or more of the outstanding capital stock of the Company (calculated on a fully diluted basis), shall have entered into agreements with the Company and/or underwriters substantially similar to such effect (in each case on substantially the same terms and conditions as all such Holders)Holder agreements.

Market Stand-Off. In (a) Each Member that is not also a party to the Investors’ Rights Agreement agrees that, in connection with any Underwritten Offering registration of Units pursuant to an underwritten public offering, it shall not offer for sale, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any securities (issued or unissued) other than those registered and included in such underwritten offering, whether in a transaction that would require registration under the Securities Act or otherwise, until the expiration of a period of time (the “Market Stand-Off Period”) after the effective date of the registration statement filed by the Company with respect to Qualified IPO or any other listing event in which the common equity securities of the Company (other than or a Block Trade or Other Coordinated Offering), if requested by successor thereto becomes registered under the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentExchange Act; provided, however, that the Market Stand-Off Period shall not exceed one hundred eighty (180) days with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise an underwritten initial public offering of Units or common stock by the Company in writing that a lock-up restriction of a period of forty-five (45or any successor thereto) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of with respect to any such Underwritten Offeringother listing event. Each such Holder Member further agrees to execute and deliver a customary lock-up agreement consistent with the foregoing and such other documents as are reasonable and customary in favor connection with an underwritten public offering, including, without limitation, a FINRA questionnaire, if requested to do so by the Company or the underwriters managing the underwritten offering and the underwriters shall be a third party beneficiary of this provision. (b) Each Member that is not also a party to the Investors’ Rights Agreement agrees that it shall not, during the period commencing on the SPAC Effective Time and ending on the date specified by the Company or its successor (such period not to exceed one hundred eighty (180) days): (i) offer for sale, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any securities (issued or unissued), in each case, held immediately prior to the SPAC Effective Time or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Underwriters economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such securities or other securities, in cash, or otherwise. The foregoing provisions of this Section 8.8(b) shall apply only to a SPAC Transaction, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or in the open market following such SPAC Transaction. Each such Member agrees to execute such agreements as may be reasonably requested by the Company or its successor in the SPAC Transaction that are consistent with this Section 8.8(b) or that are necessary to give further effect thereto. (in each case on substantially the same terms c) The Members agree that this Section 8.8 shall survive any conversion pursuant to Article IX and conditions as all shall be enforceable by VMD Corporation with respect to any shares of common stock thereof held by Members following such Holders)conversion pursuant to Article IX.

Market Stand-Off. In connection with any Underwritten Offering the event of equity securities of an IPO, the Company shall not be required to effect a registration (other than including a Block Trade resale of Registrable Securities from an effective Shelf Registration Statement) or Other Coordinated Offering)an underwritten offering pursuant to Section 4.5(b) and Treasury agrees, if requested by the managing Underwritersunderwriter or underwriters in such IPO, each Holder not to (i) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is an executive officerdesigned to, director or Holder could be expected to, result in excess of five percent the disposition by any person at any time in the future of) any Registrable Securities (5%) including Registrable Securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the outstanding Common Stock SEC); (and for which it is customary for such a Holder to agree to a lock-upii) agrees that it shall not Transfer enter into any shares of Common Stock swap or other equity securities derivatives transaction that transfers to another, in whole or in part, any of the Company economic benefits or risks of ownership of Registrable Securities, whether any such transaction is to be settled by delivery of Registrable Securities, in cash or otherwise; (other than those included in such offering pursuant iii) make any demand for or exercise any right or cause to this Agreement)be filed a registration statement, without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, howeverincluding any amendments thereto, with respect to the first Underwritten Offering following registration of any Registrable Securities; or (iv) publicly disclose the Closingintention to do any of the foregoing, if in each case (to the extent timely notified in writing by the Company or the managing Underwritersunderwriter or underwriters), in their reasonable discretion, advise during the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer beginning seven days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of before and ending 90 days such managing Underwriters so advise, not to exceed a period of ninety (90) days from after the date of the pricing underwriting agreement entered into in connection with such IPO. If requested by the managing underwriter or underwriters of any such Underwritten Offering. Each such Holder agrees to IPO, Treasury shall execute a customary lockseparate agreement to the foregoing effect. The Company may impose stop-up agreement in favor transfer instructions with respect to Registrable Securities subject to the foregoing restriction until the end of the Underwriters period referenced above. The foregoing provisions of this Section 4.5(r) shall not apply to such effect the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable only if all officers, directors, and shareholders beneficially owning more than one percent (in each case on substantially 1%) of the Company’s outstanding Common Stock are subject to the same terms and conditions as all such Holders)restrictions.

Market Stand-Off. In (a) The Employee agrees to deliver a lock-up letter in the form previously distributed to the Employee by the Company in connection with any Underwritten the Initial Public Offering concurrently with the execution of equity securities of this Agreement. After the Initial Public Offering, to the extent requested in writing by the Company in connection with, or the managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than a Block Trade an S-8 or Other Coordinated Offering)S-4, if N-14 or successor or applicable, equivalent forms) or in connecxxxx xxxx any subsequent exchange offer or conversion relating to the securities registered under such registration statement, each Employee agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the 1933 Act, any Shares during the time period reasonably requested by the Company or the managing Underwritersunderwriter, each Holder not to exceed 180 days (such period, the "Employee Lockup"); provided that is an executive officer, director or Holder such agreement shall include the exceptions set forth in excess of five percent (5%Section 2.7(a) of the outstanding Common Stock Second Amended and Restated Registration Rights Agreement (and for which it is customary for such a Holder to agree to a lock-upthe "Registration Rights Agreement") agrees that it shall not Transfer any shares of Common Stock or other equity securities of among the Company and certain of its stockholders to be entered into prior to the Initial Public Offering, as amended from time to time, which includes a provision allowing the Employee to dispose of Shares in order to apply the proceeds thereof to repay interest or principal related to indebtedness due to the Company. This Section 2.3 shall only remain in effect for the one (other than those included in such offering pursuant to this Agreement), without 1) year period immediately following the prior written consent effective date of the Company's Initial Public Offering and shall thereafter terminate and cease to be in force or effect and, during the forty-five (45)-day period (or in any event, no Employee Lockup shall extend beyond such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentone year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Registration Rights Agreement if the Employee is a signatory under that Agreement. (b) In the event of any stock dividend, stock split, recapitalization, or other change affecting the Company's outstanding Common Stock effected without receipt of consideration, then any new, substituted, or additional securities distributed with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions Shares shall be for immediately subject to the number provisions of days such managing Underwriters so advise, not this Section 2.3 to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all extent the Shares are at such Holders)time covered by such provisions.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (55 %) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the ClosingOriginal Issue Date, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Market Stand-Off. In connection with any Underwritten Offering of equity securities the IPO and upon request of the Company (other than or the underwriters managing such IPO, Holder shall not sell, make any short sale of, loan, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a Block Trade sale, or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess otherwise dispose of five percent (5%) any of the outstanding Common Stock Company’s capital stock (and for which it is customary for such a Holder to agree to a lock-upor any securities convertible into the Company’s capital stock) agrees that it shall not Transfer any shares of Common Stock held by Holder, however or other equity securities of the Company whenever acquired (other than those included in such offering pursuant the registration or purchased subsequent to this Agreement), the initial public offering) without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter time agreed to by underwriters, as the managing Underwriters) beginning on the date of pricing of case may be, for such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five time (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period one hundred and eighty (180) days, but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with the Rule 2711 of ninety the National Association of Securities Dealers, Inc., such extension or extensions not to exceed thirty-four (9034) days after the expiration of such 180-day period) from the effective date of such registration statement as may be requested by the pricing Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of any such Underwritten Offeringthe Company’s initial public offering. Each such Holder agrees to execute a customary lock-up agreement in favor and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the Underwriters underwriters of the Company’s capital stock (or other securities) of the Company, Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to such effect a registration statement filed under the Securities Act. The obligations described in this Article 1.7 shall apply only if all officers and directors of the Company, and all holders of at least 1% of the Company’s outstanding securities on a fully-diluted basis, enter into agreements at least as restrictive as the terms hereof. The underwriters of the Company’s stock are intended third party beneficiaries of this Article 1.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS (in each case on substantially the same terms and conditions as all such Holders)BUT SUBJECT TO AN EXTENSION IN CERTAIN CIRCUMSTANCES NOT TO EXCEED 34 DAYS) AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off. In connection with the initial public offering of the Company’s securities, if any, and upon request of the managing or lead underwriter made to the Company in connection with such offering, Holder will agree with the Company and the underwriter not to sell, make any Underwritten Offering short sale of, loan, grant any option for the purchase of, or otherwise dispose of equity any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except for a period of time (not to exceed three hundred sixty five (365) days) from the effective date of such registration as expressly permitted may be requested by the Company or such lock-up managing underwriters and to execute an agreement or in reflecting requirements binding on such Holder that are substantially consistent with this Section 17 as may be requested by the event underwriters at the managing Underwriters otherwise agree by written consenttime of such offering; provided, howeverhowever 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 sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 17 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) 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 four hundred and one (401) days after the effective date of the registration statement. In order to enforce the restriction set forth above or any other restriction agreed by Holder, including without limitation any restriction requested by the underwriters of any initial public offering of the securities of the Company agreed by such Holder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten Offering following end of the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lockapplicable stand-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions off period. The Company’s underwriters shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date beneficiaries of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement set forth in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 17.

Market Stand-Off. In connection Agreement. Each holder of Registrable Securities agrees, if so required by the managing underwriter(s), that it will not during the period commencing on the date of the final prospectus relating to the Company’s IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days from the date of such final prospectus, as may be extended in line with customary market practice, by up to a maximum of 32 days, to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions) (i) lend, offer, pledge, hypothecate, hedge, sell, make any Underwritten Offering of equity securities short sale of, loan, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Equity Securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested owned by such holder immediately prior to the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) date of the outstanding Common Stock (and for which it is customary for such a Holder final prospectus relating to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company IPO (other than those included in such offering offering), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Equity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Equity Securities of the Company or such other securities, in cash or otherwise; provided, that (a) the forgoing provisions of this Section shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall not be applicable to any Holder unless all directors, officers and all other holders of at least one percent (1%) of the then outstanding share capital of the Company (calculated on an as-converted basis) must be bound by restrictions at least as restrictive as those applicable to any such Holder pursuant to this Agreement)Section, without (y) if the prior written consent Company or any underwriter releases any officer, director or holder of the Company’s outstanding share capital from his or her sale restrictions so undertaken, during then each Holder shall be notified prior to such release and shall itself be simultaneously released to the forty-five same proportional extent, and (45)-day period (or such shorter time agreed z) the lockup agreements shall permit a Holder to by transfer their Registrable Securities to their respective Affiliates so long as the managing Underwriters) beginning on transferees enter into the date of pricing of such offering, except as expressly permitted by such same lockup agreement. The Investors agree to execute and deliver to the underwriters a lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on containing substantially the same similar terms and conditions as all such Holders)those contained herein.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Agreement. Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companymanaging underwriter, during the fortyMarket Stand-five Off Period (45)-day period as hereinafter defined), (a) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of the Company’s common stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for the Company’s common stock held immediately before the effective date of the registration statement for such shorter time agreed offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Company’s common stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 5.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 5.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Holder further agrees to execute such agreements as may be reasonably requested by the managing Underwritersunderwriters in connection with such registration that are consistent with this Section 5.11 or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to this Warrant or the Shares until the end of such restricted period. For purposes of this Section 5.11: (i) beginning “Market Stand-Off Period” means the period of time commencing on the date of pricing the final prospectus relating to the registration by the Company of such offeringshares of its common stock or any other equity securities under the Act on a registration statement on Form X-0, except as expressly permitted Xxxx X-0, or Form S-3, and ending on the date specified by such lock-up agreement or in the event Company and the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a underwriter (such period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a (a) one hundred eighty (180) days in the case of the IPO, which period may be extended upon the request of the managing underwriter, to the extent required by any Financial Industry Regulatory Authority (“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, or (b) ninety (90) days from in the date case of any registration other than the IPO, which period may be extended upon the request of the pricing managing underwriter, to the extent required by any FINRA rules, for an additional period of any such Underwritten Offering. Each such Holder agrees up to execute a customary lock-up agreement in favor fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the Underwriters to such effect expiration of the 90-day lockup period); and (in each case on substantially ii) “IPO” means the same terms and conditions as all such Holders)Company’s first underwritten public offering of its common stock under the Act.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of (a) Purchaser hereby agrees that, during the Company period specified in the following paragraph (other than a Block Trade or Other Coordinated Offeringthe “Lock-Up Period”), if requested by the managing UnderwritersPurchaser will not offer, each Holder that is an executive officersell, director contract to sell, pledge, grant any option to purchase, make any short sale or Holder in excess otherwise dispose of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent capital stock of the Company, or any options or warrants to purchase any shares of capital stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of capital stock of the Company, whether now owned or hereinafter acquired, owned directly by Purchaser (including holding as a custodian) or with respect to which Purchaser beneficial owns within the rules and regulations of the SEC (collectively the “Purchaser Shares”); provided, however, that nothing herein will prevent Purchaser from making any distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4.1(a). The foregoing restriction is expressly agreed to preclude Purchaser from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Purchaser Shares even if such shares of capital stock would be disposed of by someone other than Purchaser. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Purchaser Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the capital stock of the Company. (b) The initial Lock-Up Period will commence on the Closing Date and continue for 60 days after the Closing Date; provided, however, that if (1) during the fortylast 17 days of the initial Lock-five Up Period, the Company releases earnings results or announces material news or a material event or (45)-day 2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 15-day period (or such shorter time agreed to by following the managing Underwriters) last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of pricing release of the earnings results or the announcement of the material news or material event, as applicable, unless the Company waives, in writing, such offering, except as expressly permitted by such lockextension. (c) Purchaser and the Company each hereby acknowledge and agree that the Company shall provide written notice of any event that would result in an extension of the Lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect Up Period pursuant to the first Underwritten Offering following previous paragraph to Purchaser and agrees that any such notice properly delivered in accordance with the Closingterms of Section 6.7 of this Agreement will be deemed to have been given to, if and received by, Purchaser. Purchaser hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the managing Underwritersterms of this Section 4.1 during the Lock-Up Period, in their reasonable discretion, advise it will give notice thereof to the Company in writing that a lock-up restriction of a period of forty-five (45) and will not consummate such transaction or fewer days would have a material adverse impact on take any such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days action unless it has received written confirmation from the date Company that the Lock-Up Period (as such may have been extended pursuant to the previous paragraph) has expired. (d) Purchaser agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the pricing Purchaser Shares except in compliance with the foregoing restrictions. (e) Purchaser and the Company each acknowledge and agree that (i) the terms of this Section 4.1 shall only apply if, and solely to the extent that, all officers and directors of the Company are bound by and have entered into substantially identical agreements with the same Lock-Up Period and (ii) any waiver of the terms of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up similar agreement in favor of the Underwriters to such effect (any particular stockholder will proportionately apply, in each case on substantially the same terms and conditions as all such Holders)manner, to Purchaser.

Market Stand-Off. In connection with any Regardless of whether a Holder elects to include shares of Common Stock that constitute Registrable Securities in an Underwritten Offering Offering, each Holder of equity Registrable Securities hereby agrees that it shall not, to the extent requested by the Corporation or an underwriter of securities of the Company Corporation, directly or indirectly sell, offer to sell (including without limitation any short sale or hedging or similar transaction with the same economic effect as a sale), grant any option or otherwise transfer or dispose of any Registrable Securities or other securities of the Corporation or any securities convertible into or exchangeable or exercisable for Common Stock of the Corporation then owned by such Holder (other than to donees, partners or members of the Holder who agree to be similarly bound) for a period not to exceed ninety (90) days following the effective date of a registration statement for an Underwritten Offering or the date of a prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, other than the sale or distribution of shares of Common Stock that constitute Registrable Securities in such Underwritten Offering; provided, however, that: (A) such period shall in no event be greater than that which applies to executive officers and directors of the Corporation; (B) the Holders shall be allowed any concession or proportionate release allowed to any of the Corporation’s officers or directors that entered into similar agreements (with such proportion being determined by dividing the number of shares of Common Stock being released with respect to such officer or director by the total number of issued and outstanding shares of Common Stock held by such officer or director); and (C) this Section 2(d)(iv) shall not apply to Underwritten Offerings solely for the account of another selling stockholder (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%Holder) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; providedCorporation is not selling at least $20,000,000 worth of Common Stock. In order to enforce the foregoing covenant, however, the Corporation shall have the right to impose stop transfer instructions with respect to the first Underwritten Offering following Registrable Securities and such other securities of each Holder (and the Closingsecurities of every other Person subject to the foregoing restriction) until the end of such period, if and each Holder agrees, upon request by the managing Underwritersunderwriter of securities of the Company, in their reasonable discretion, advise the Company in writing that to enter into a written lock-up restriction or similar agreement with the managing underwriter of securities of the Corporation for a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from following the effective date of a registration statement for an Underwritten Offering or the date of a prospectus supplement filed with the Commission with respect to the pricing of any an Underwritten Offering, other than the sale or distribution of shares of Common Stock that constitute Registrable Securities in such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Market Stand-Off. In connection Agreement. If requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder and Founder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale or otherwise dispose of any Underwritten Offering of equity securities Common Stock (or other securities) of the Company (other than a Block Trade held by such Holder or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company Founder (other than those included in such offering the registration) for a period specified by the representative of the underwriters not to exceed one hundred eighty (180) days (the “Lock-Up Period”) following the effective date of a registration statement of the Company filed under the Securities Act pursuant to this Agreement)the Initial Offering, without provided that all Founders and all officers and directors of the prior written consent Company and all holders of at least one percent (1%) of the Company’s voting securities enter into similar agreements. Each Holder and Founder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, during each Holder and Founder shall provide, within ten (10) days of such request, such information as may be reasonably required by the forty-five (45)-day period (Company or such shorter time agreed representative which is necessary for the completion of any public offering of the Company’s securities pursuant to by a registration statement filed under the managing Underwriters) beginning Securities Act. The obligations described in this Section 2.13 shall not apply to a registration relating solely to employee benefit plans on the date of pricing of such offering, except as expressly permitted by such lock-up agreement Form S-1 or Form S-8 or similar forms that may be promulgated in the event the managing Underwriters otherwise agree by written consent; providedfuture, however, or a registration relating solely to a Commission Rule 145 transaction. The Company may impose stop-transfer instructions with respect to the first Underwritten Offering following shares of Common Stock (or other securities) subject to the Closing, if foregoing restriction until the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date end of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lockLock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)Up Period.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Agreement. Each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer any shares of Common Stock will not, directly or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)indirectly, without the prior written consent of the CompanyCompany and the managing underwriter, during the forty-five period commencing on the date of the final prospectus relating to the initial public offering by the Company and ending on the date specified by the Company and the managing underwriter (45)-day such period not to exceed one hundred eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately before the effective date of the registration statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such shorter time agreed other securities, in cash or otherwise; provided, however, that if and to by the managing Underwritersextent that Rule 2241 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) would apply to a FINRA member publishing or otherwise distributing a research report, or making a public appearance, concerning the Company, if (1) during the last 17 days of such 180-day period, the Company releases earnings results or announces material news or a material event or (2) prior to the expiration of such 180-day period, the Company announces that it will release earnings results during the 15-day period following the last day of the initial 180-day period, then in each case such 180-day period will be automatically extended until the expiration of the 18-day period beginning on the date of pricing release of the earnings results or the announcement of the material news or material event, as applicable, unless the managing underwriter waives, in writing, such extension. The foregoing provisions of this Section 1.13 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers and directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the initial public offering by the Company are intended third party beneficiaries of this Section 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto; further, each Holder hereby agrees to enter into written agreement with such underwriters containing terms substantially equivalent to the terms of this Section 1.13, and each Holder hereby agrees that such underwriters shall be entitled to require each such Holder to enter into such a written agreement. Any discretionary waiver or termination of the restrictions of any or all of such offeringagreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, except as expressly permitted by based on the number of shares subject to such lockagreements. In order to enforce the foregoing covenant, the Company may impose stop-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, transfer instructions with respect to the first Underwritten Offering following Registrable Securities of each Holder (and the Closing, if shares or securities of every other person subject to the managing Underwriters, in their reasonable discretion, advise foregoing restriction) until the Company in writing that a lock-up restriction end of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)period.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of Agreement. Each Holder hereby agrees that it --------------------------- shall not, to the Company (other than a Block Trade or Other Coordinated Offering), if extent requested by the managing Underwriters, each Holder that is Company or an executive officer, director or Holder in excess underwriter of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during sell or otherwise transfer or dispose of any Registrable Securities or other shares of stock of the forty-five Company then owned by such Holder at the time the registration statement is filed or thereafter (45)-day period (other than to donees or such shorter time agreed partners of the Holder who agree to be similarly bound or shares of Company stock purchased in the public market) for that number of days so designated by the managing Underwriters) beginning on Company or the underwriter following the effective date of pricing a registration statement of such offeringthe Company filed under the Securities Act (not to exceed in any case 180 days after the effective date of the IPO registration statement, and 90 days after the effective date of any subsequent registration statement (except as expressly permitted by such lock-up agreement or in the event case of a partner of an Accel Entity who has been validly assigned Registrable Securities pursuant to Section 5.1(b) hereof, who shall be subject to the managing Underwriters otherwise agree by written consenttransfer and related restrictions in this Section only in connection with the Company's IPO registration); provided, however, that: -------- ------- (a) such agreement shall be applicable only to the first two such registration statements of the Company which covers securities to be sold on its behalf to the public in an underwritten offering but not to Registrable Securities sold pursuant to such registration statement; (b) all executive officers and directors of the Company then holding Common Stock of the Company and all holders of 2.5 % or more of the Common Stock of the Company (determined on an as-converted basis) shall enter into similar agreements; and (c) if any party specified in subsection (b) above is released from any such agreement, then, after written notice of the same to the Company and after the Company has had a reasonable opportunity (after receipt of such notice) to obtain such agreement of such party, the holders of Registrable Series B Stock and Registrable Series C Stock shall be so released from their agreement under this Section. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section and to impose stop transfer instructions with respect to the first Underwritten Offering following Registrable Securities and such other shares of stock of each Holder (and the Closing, if shares or securities of every other person subject to the managing Underwriters, in their reasonable discretion, advise foregoing restriction) until the Company in writing that a lock-up restriction end of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)period.

Market Stand-Off. In connection with any Regardless of whether a Holder elects to include shares of Common Stock that constitute Registrable Securities in an Underwritten Offering Offering, each Holder of equity Registrable Securities hereby agrees that it shall not, to the extent requested by the Corporation or an underwriter of securities of the Company Corporation, directly or indirectly sell, offer to sell (including without limitation any short sale or hedging or similar transaction with the same economic effect as a sale), grant any option or otherwise transfer or dispose of any Registrable Securities or other securities of the Corporation or any securities convertible into or exchangeable or exercisable for Common Stock of the Corporation then owned by such Holder (other than to donees, partners or members of the Holder who agree to be similarly bound) for a period not to exceed 90 days following the effective date of a registration statement for an Underwritten Offering or the date of a prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, other than the sale or distribution of shares of Common Stock that constitute Registrable Securities in such Underwritten Offering; provided, however, that: (A) such period shall in no event be greater than that which applies to executive officers and directors of the Corporation; (B) the Holders shall be allowed any concession or proportionate release allowed to any of the Corporation’s officers or directors that entered into similar agreements (with such proportion being determined by dividing the number of shares of Common Stock being released with respect to such officer or director by the total number of issued and outstanding shares of Common Stock held by such officer or director); and (C) this Section 2(c)(iv) shall not apply to Underwritten Offerings solely for the account of another selling stockholder (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%Holder) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; providedCorporation is not selling at least $20,000,000 worth of Common Stock. In order to enforce the foregoing covenant, however, the Corporation shall have the right to impose stop transfer instructions with respect to the first Underwritten Offering following Registrable Securities and such other securities of each Holder (and the Closing, if securities of every other Person subject to the managing Underwriters, in their reasonable discretion, advise foregoing restriction) until the Company in writing that a lock-up restriction end of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)period.

Market Stand-Off. In connection with Agreement Each Holder hereby agrees that such Holder shall not sell, offer, pledge, contract to sell, grant any Underwritten Offering of equity securities option or contract to purchase, purchase any option or contract to sell, grant any right or warrant to purchase, lend or otherwise transfer or encumber, directly or indirectly, any Common Stock (or other securities) of the Company held by such Holder as of the date of such “lock-up” or “market-standoff” agreement, nor shall the Holder enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other than securities) during the one hundred eighty (180) day period following the effective date of a Block Trade or Other Coordinated Offeringregistration statement of the Company filed in connection with the Company’s initial public offering under the Securities Act (the “Lock-Up Period”), if requested by ; provided that all officers and directors of the managing Underwriters, each Holder that is an executive officer, director or Holder in excess Company and holders of five at least one percent (51%) of the outstanding Common Stock (Company’s voting securities are either bound by, or have agreed to be bound by, similar agreements; and for which it is customary for such a Holder provided further, that, if applicable to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, for the purpose of compliance with NASD Rule 2711(f)(4) or any successor provisions or amendments thereto, if (i) during the fortylast 17 days of the initial Lock-five Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (45)-day ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period (or such shorter time agreed beginning on the last day of the initial Lock-Up Period, then in each case, Purchaser hereby consents to by an extension to the managing Underwriters) Lock-Up Period until the expiration of the 18-day period beginning on the date of pricing release of the earnings results or the occurrence of the material news or material event, as applicable, unless such offering, except as expressly permitted by such lock-up agreement extension is waived in writing. The obligations described in this Section 1.12 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the event future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the managing Underwriters otherwise agree by written consent; provided, however, future. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 1.1(b) hereof with respect to the first Underwritten Offering following shares of Common Stock (or other securities) subject to the Closing, if foregoing restriction until the end of such one hundred eighty (180) day period. Any discretionary waiver or termination of the restrictions of such “lock-up” or “market-standoff” agreements (including this Agreement) by the Company or the managing Underwritersunderwriter shall apply to all Holders subject to such agreements on a pro rata basis, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for based upon the number of days shares held by such managing Underwriters Holder. Each Holder agrees, if so advise, not to exceed a period of ninety (90) days from requested by the date Company or any representative of the pricing of any such Underwritten Offering. Each such Holder agrees underwriters, to execute a customary such underwriters standard form of “lock-up up” or “market standoff” agreement in favor a form satisfactory to the underwriters and the Company and consistent with the provisions of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 1.12.

Market Stand-Off. In connection with Agreement. Each Holder hereby agrees that during a period, not to exceed 180 days (or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within 18 days prior to or after the date that is one hundred eighty (180) days after the effective date of the registration statement relating to such offering, but in any Underwritten Offering event not to exceed two hundred ten (210) days following the effective date of equity securities the registration statement relating to such offering), following the effective date of the initial, effective registration statement of the Company filed under the 1933 Act (“IPO”), it shall not, to the extent requested by the Company and any underwriter, sell, pledge, transfer, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%to donees who agree to be similarly bound) of the outstanding any Common Stock (and for which held by it is customary for at any time during such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of period except Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentregistration; provided, however, that all officers and directors of the Company and all One Percent Stockholders (as defined below) of the Company enter into similar agreements; provided, however, that all restrictions set forth in this Section 1.13 on all such Holders shall terminate and be of no further force or effect if any stockholder, officer or director is released from, or otherwise no longer bound by, such restrictions, other than due to such person no longer holding shares of the Company’s capital stock as a result of the Company’s repurchase of such shares upon a termination of such person’s employment with respect the Company. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 1.13 or that are necessary to give further effect thereto. The obligations of the Holders hereunder shall only apply to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise Registration Statement covering Common Stock of the Company to be sold on its behalf to the public in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)IPO.

Market Stand-Off. In (a) The Optionee hereby agrees that, in connection with any Underwritten Offering registration under the Securities Act of equity securities 1933, as amended, of any Option Shares, the Company Optionee (other than a Block Trade or Other Coordinated Offering)and the Optionee’s permitted transferees, if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%any) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer sell or otherwise transfer (including through short-sales, hedging, or similar transactions) any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, Option Shares during the forty-five period that the Board specifies (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consenta “Holdback”); provided, however, that such period shall not exceed one hundred eighty (180) days (or other such period that the underwriters reasonably require) following the effective date of the applicable registration statement filed under the Securities Act (the “Market Stand-Off Period”). Until the end of such Market Stand-Off Period, the Company may impose, with respect to Option Shares, stop-transfer instructions that are subject to the first Underwritten Offering following foregoing restrictions. (b) Optionee also agrees to be bound by any restriction agreed to by holders of not less than a majority of the Closingthen outstanding Shares (giving effect to the pro forma conversion of all outstanding preferred shares and other convertible securities and the pro forma exercise of all stock options, warrants and other rights, to the extent then exercisable). (c) In addition, if the any managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) underwriter or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing book runner of any such Underwritten Offeringoffering or registration (the “Underwriter”) requests, the Optionee will execute and deliver to the Underwriter such documents, agreements, and instruments that the Underwriter shall reasonably require to enable the Underwriter to obtain the benefit of the Holdback during the Market Stand-Off Period. Each such Holder agrees In connection with the foregoing, the Optionee hereby appoints the Chairman of the Company’s Board of Directors as the Optionee’s attorney-in-fact, with full power of substitution, to execute a customary lock-up agreement in favor of and deliver all documents, agreements and instruments to be executed and delivered by the Underwriters Optionee, and to such effect (take all actions to be taken by the Optionee in each case on substantially the same terms and conditions as all such Holders)in connection with effecting any Holdback.

Market Stand-Off. In connection with any Underwritten Offering of equity securities Common Stock of the Company (other than a Block Trade or Other Coordinated Offering)Company, if requested by the Underwriters managing Underwritersthe offering, each Holder that (i) is an executive officerofficer or director of the Company, director or Holder in excess (ii) is a beneficial owner of five more than one percent (51%) of the outstanding shares of Common Stock of the Company, or (and for which it is iii) requests to sell Registrable Securities in such Underwritten Offering, agrees to execute a customary for such a Holder to agree to a lock-upup agreement (in each case on substantially the same terms and conditions as all such Holders, including customary waiver “MFN” provisions) agrees that it shall not Transfer in favor of the managing Underwriters to not, sell or dispose of any shares of Common Stock or other equity securities of the Company (other than those included in such offering Underwritten Offering pursuant to this Agreement), without the prior written consent of the Companymanaging Underwriters, during the fortyperiod beginning on the date of execution of such lock-five (45)-day period up agreement and ending on the 90th day following the date of the final Prospectus related to such Underwritten Offering (or such shorter time agreed to by the managing Underwriters) beginning on Underwriters with respect to the date officers and directors of pricing of such offering, the Company and except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect ) (the “Lock-Up Period”). If a Holder fails to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then execute such lock-up restrictions agreement, then such Xxxxxx agrees not to not, sell or dispose of any shares of Common Stock of the Company during the Lock-Up Period, provided that the commencement of the Lock-Up Period shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date that the Holder is notified by the Company of the pricing of any such Underwritten Offering. Each such Holder agrees that any notification of an Underwritten Offering by the Company pursuant to execute a customary lockthis Agreement shall constitute “material non-up agreement in favor public information” and the Company shall be permitted to issue “stop transfer” instructions with its transfer agent with respect to any purported transfer of any Registrable Securities following such notification and the conclusion of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)Lock-Up Period.

Market Stand-Off. In connection with any Underwritten Offering underwritten public offering by the Parent of its equity securities pursuant to an effective registration statement filed under the Securities Act, including Parent’s initial public offering, no Company Stockholder who receives Parent Shares shall directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the Company (other than a Block Trade or Other Coordinated Offering)foregoing transactions with respect to, if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to Parent Shares acquired under this Agreement), Agreement without the prior written consent of Parent or its managing underwriter. Such restriction (the Company, during the forty“Market Stand-five (45)-day Off”) shall be in effect for such period (or such shorter of time agreed to by the managing Underwriters) beginning on following the date of pricing of the final prospectus for the offering as may be requested by Parent or such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; providedunderwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by Parent or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two years after the date of Parent’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting Parent’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Parent Shares subject to the Market Stand-Off, or into which such Parent Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, Parent may impose stop-transfer instructions with respect to the first Underwritten Offering following Parent Shares acquired under this Agreement until the Closing, if end of the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lockapplicable stand-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions off period. Parent’s underwriters shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date beneficiaries of the pricing of any such Underwritten Offeringagreement set forth in this Section 7.3. Each such Holder agrees This Section 7.3 shall not apply to execute a customary lock-up agreement Parent Shares registered in favor of the Underwriters to such effect (in each case on substantially public offering under the same terms and conditions as all such Holders)Securities Act.

Market Stand-Off. In connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, and upon request of the managing or lead underwriter made to the Company in connection with such offering, each Holder will agree with the Company and the underwriter not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except for a period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as expressly permitted may be requested by the Company or such lock-up managing underwriters and to execute an agreement or in reflecting requirements binding on such Holder that are substantially consistent with this Section 4 as may be requested by the event underwriters at the managing Underwriters otherwise agree by written consenttime of the such offering; provided, howeverhowever 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 sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 4 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) 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 sixteen (216) days after the effective date of the registration statement. In order to enforce the restriction set forth above or any other restriction agreed by Holder, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Holder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 14. Each Holder agrees that prior to the Company’s Initial Public Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 14, provided that this Section 14 shall not apply to transfers pursuant to a Registration Statement. Each Holder agrees that a locklegend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-up restriction of a period of fortyUP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-five (45) or fewer days would have a material adverse impact on such Underwritten UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. After the Company’s Initial Public Offering, then such lock-up restrictions shall be for the number upon request of days such managing Underwriters so advise, not to exceed any Holder who is a period holder of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%a) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) Investor hereby agrees that it Investor shall not Transfer sell, offer, pledge, contract to sell, grant any shares of option or contract to purchase, purchase any option or contract to sell, grant any right or warrant to purchase, lend or otherwise transfer or encumber, directly or indirectly, any Groundfloor Common Stock or other equity securities of the Company (Company, nor shall Investor enter into any swap, hedging or other than those included arrangement that transfers to another, in such offering pursuant to this Agreement)whole or in part, without any of the prior written consent economic consequences of ownership of any Groundfloor Common Stock or other securities of the Company, during the fortyperiod from the filing of the first registration statement of the Company filed under the Securities Act, that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act through the end of the 180-five (45)-day day period following the effective date of such registration statement (or such shorter time agreed to other period as may be requested by the managing UnderwritersCompany or the underwriters to accommodate regulatory restrictions on (i) beginning on the date publication or other distribution of pricing research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Investor further agrees, if so requested by the Company or any representative of its underwriters, to enter into such offering, except as expressly permitted by underwriter’s standard form of “lockup” or “market standoff” agreement in a form satisfactory to the Company and such lock-up agreement or in underwriter. (b) In the event of any stock dividend, stock split, recapitalization, or other change affecting the managing Underwriters otherwise agree by written consent; providedCompany’s outstanding capital stock effected without receipt of consideration, howeverthen any new, substituted, or additional securities distributed with respect to the first Underwritten Offering following Groundfloor Common Stock shall be immediately subject to the Closingprovisions of this Section 3, if to the managing Underwriterssame extent the Groundfloor Common Stock are at such time covered by such provisions. (c) In order to enforce the provisions of this Section 3, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for may impose stop transfer instructions with respect to the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from Groundfloor Common Stock until the date end of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)applicable stand off period.

Market Stand-Off. (i) In connection with any Underwritten Offering of equity securities of underwritten public offering by the Company (other than a Block Trade or Other Coordinated Offering)of its equity securities, if requested by including the managing UnderwritersCompany’s initial public offering, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it Participant shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)not, without the prior written consent of the CompanyCompany or its underwriters in such public offering: (A) sell, during make any short sale of, loan, hypothecate, pledge, grant any option for the fortypurchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Issued Shares; or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Issued Shares. Such restriction (the “Market Stand-five (45)-day Off”) shall be in effect for such period (of time from and after the effective date of the final prospectus for the offering as may be requested by the Company or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; providedunderwriters. In no event, however, shall such period exceed one hundred eighty (180) days, or such longer period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the applicable rules of the Financial Industry Regulatory Authority, Inc. and any applicable stock exchange, or any successor provisions or amendments thereto). The Market Stand-Off shall in no event be applicable to any underwritten public offering effected more than two (2) years after the effective date of the Company’s initial public offering. The managing underwriters in connection with any such public offering are intended third-party beneficiaries of this Section 8(a) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Participant further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such public offering that are consistent with this Section 8(a) or that are necessary to give further effect thereto. (ii) Any new, substituted or additional securities that are by reason of any Recapitalization or Reorganization distributed with respect to the first Underwritten Offering following Issued Shares shall be immediately subject to the ClosingMarket Stand-Off, if to the managing Underwriterssame extent such Issued Shares are at such time covered by such provisions. (iii) In order to enforce the Market Stand-Off, in their reasonable discretion, advise the Company in writing that a lockmay impose stop-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for transfer instructions with respect to the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from Issued Shares until the date end of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lockapplicable stand-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)off period.

Market Stand-Off. In connection with Agreement. ---------------------------- (a) Each Holder hereby agrees that such Holder shall not sell, offer to sell, contract to sell (including, without limitation, any Underwritten Offering short sale), grant any option to purchase or otherwise transfer or dispose of equity securities any Equity Securities of the Company held by such Holder (other than those included in the applicable registration; provided that the restrictions therein shall not limit or restrict the exercise of the Warrants) for a Block Trade period specified by the Company and the managing underwriter of a Public Offering of Class A Shares which period shall not exceed (x) one hundred eighty (180) days, in the case of the Company's initial Public Offering, and (y) ninety (90) days in the case of a subsequent Public Offering for which the registration statement of the Company relating thereto is filed under the Securities Act before the first anniversary of the date of consummation of the Company's initial Public Offering, in each case under clause (x) or Other Coordinated Offering(y) following the effective date of a registration statement of the Company filed under the Securities Act relating to a Public Offering of Class A Shares, unless, in the case of clause (y), if requested by Investors holding a majority of the managing UnderwritersIssued Number agree to a longer period, not to exceed 180 days (such period of restriction on sales or transfers being referred to herein as the "Lock-Up Period"); provided, however, that in -------------- connection with the initial Public Offering of Class A Shares of the Company, each Holder agrees to enter into such arrangements restricting such transfers and dispositions on such terms and conditions as are required by the underwriters of such Public Offering and as are acceptable to the Existing Holders, which arrangements are to be substantially in the form of the agreement set forth on Annex D hereto, provided that the obligations of any Holder contained therein shall expire in the event that the registration statement relating to such Public Offering is an executive officernot declared effective within five days of the date of such agreement or the Public Offering related thereto is not consummated within seven days of the date of such agreement, director and, provided, further, that such restrictions shall not prohibit any Investor or Existing Holder from Transferring any Equity Securities to any Permitted Transferee thereof or to any other party to this Agreement in excess accordance herewith. The obligations described in this Section 10(a) shall not apply to a registration relating solely to employee benefit plans on Form S-8 or a registration relating solely to a Rule 145 transaction on Form F-4 or a registration filed in connection with the sale by individual stockholders of OpenTV of Class A Shares received by them upon exchange of their shares in OpenTV. The Company may impose stop-transfer instructions with respect to the Equity Securities subject to the foregoing restrictions until the end of said period. (b) If the Company effects a listing of its Ordinary Shares on the Amsterdam Stock Exchange, each Holder agrees that if such Holder owns more than five percent (5%) of the issued and outstanding Common capital stock of the Company, at the request of the Amsterdam Stock Exchange such Holder shall enter into an agreement or arrangement with the Amsterdam Stock Exchange, meeting the minimum requirements of the Amsterdam Stock Exchange whereby such Holder shall agree not to sell, offer to sell, contract to sell (and for which it is customary for such including, without limitation, any short sale), grant any option or purchase (other than through exercise of a Holder to agree to a lock-upWarrant) agrees that it shall not Transfer or otherwise transfer or dispose of any shares of Common Stock or other equity securities of the Company held by it as may be required or necessitated by the Amsterdam Stock Exchange. MIH and its Subsidiaries agree that, in the event any other Holder is subject to such an agreement with the Amsterdam Stock Exchange, to the extent necessary to enable such Holder to transfer securities of the Company permitted by such agreement, MIH and its Subsidiaries shall not, during the term of such agreement and except as permitted under such agreement, effect any Transfer of Equity Securities which would result in MIH and its Subsidiaries holding less than: (i) that aggregate number of shares of capital stock of the Company that are subject to the transfer restrictions of such Holder's agreement, after giving effect to such transfer by MIH or its Subsidiaries, and (ii) that number of shares of capital stock of the Company held by MIH and its Permitted Transferees as of the date of such Holder's agreement with the Amsterdam Stock Exchange. (c) The restrictions set forth in this Section 10 shall not be applicable to a Transfer to a Permitted Transferee or a Transfer to another party to this Agreement or such other than those included in such offering party's Permitted Transferee pursuant to this Agreement), without the prior written consent an exchange pursuant to Section 21 of the Companythis Agreement, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect a transaction subject to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)Section 22.

Market Stand-Off. In Unless subject to a separate lock-up agreement with more restrictive terms, in connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, each Holder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except as expressly permitted for a period of one hundred and eighty (180) days from the effective date of such registration (the “Restricted Period”), and to the extent requested by the underwriter, each Holder shall, at the time of such lock-up offering, execute a separate, additional agreement or in the event the managing Underwriters otherwise agree by written consentreflecting these requirements binding on such Holder that are substantially consistent with this Section 14; 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 sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 14 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) 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 sixteen (216) days after the effective date of the registration statement. In order to enforce the restriction set forth above or in the in the Securities Purchase Agreement or any other restriction agreed by Holder, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Holder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten end of the applicable stand-off period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this Section 14. Each Holder agrees that prior to the Company’s Initial Public Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 14, provided that this Section 14 shall not apply to transfers pursuant to a Registration Statement. Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. After the Company’s Initial Public Offering and expiration of any lock-up restriction period, upon request of any Holder who is a period holder of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In Holder hereby agrees that, in connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering)IPO, if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companymanaging underwriters, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing of such offering, except as expressly permitted the final prospectus relating to the IPO and ending on the date specified by such lock-up agreement or in the event Company and the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a underwriters (such period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a one hundred eighty (180) days, which period may be extended upon the request of the managing underwriters, to the extent required by any NASD or FINRA rules, for an additional period of ninety up to 18 days if the Company issues or proposes to issue an earnings or other public release within 18 days of the expiration of the 180-day lockup period), (90i) days from lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, this Warrant or the Shares (collectively, “Securities”) held immediately before the effective date of the pricing registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Securities or other securities, in cash or otherwise; provided that such restrictions shall not apply to the sale of any such Underwritten OfferingSecurities to an underwriter pursuant to an underwriting agreement. Each such The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 4.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Holder further agrees to execute a customary lock-up agreement such agreements as may be reasonably requested by the managing underwriters in favor connection with such registration that are consistent with this Section 4.7 or that are necessary to give further effect thereto. The agreements of Holder in this Section 4.7 shall be effective only if officers, directors and holders of more than one percent (1%) of the Underwriters Company’s outstanding Common Stock (after giving effect to such conversion into Common Stock of all outstanding preferred stock of the Company) are subject to similar agreements. Notwithstanding the foregoing provisions of this Section 4.7, the Company agrees that Silicon Valley Bank may effect the one-time transfer of this Warrant to its parent corporation SVB Financial Group described in Section 5.4 below at any time within or outside of the aforementioned 180-day (in each case on substantially the same terms and conditions as all such Holders)or longer) period.

Market Stand-Off. In connection Agreement. Each Holder hereby agrees that, ---------------------------- during the period of duration (up to, but not exceeding, 180 days; provided, however with any Underwritten Offering of equity securities of respect to the first registered offering following the initial public offering, such period shall be no more than 90 days) specified by the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is and an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares underwriter of Common Stock or other equity securities of the Company, following the effective date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company (other than those held by it at any time during such period except Common Stock included in such registration; provided, -------- however, that: ------- (a) such agreement shall be applicable only to (i) the initial public offering and (ii) the first such registered offering following the initial public offering, provided the such registered offering is completed before the first year anniversary of the date of the final prospectus distributed pursuant to the first such registration statement of the Company which covers Common Stock (or other securities) to be sold on its behalf to the public in an underwritten offering; and (b) all officers and directors of the Company, all one-percent securityholders, and all other persons with registration rights (whether or not pursuant to this Agreement)) enter into similar agreements. In order to enforce the foregoing covenant, without the prior written consent of the Company, during the fortyCompany may impose stop-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, transfer instructions with respect to the first Underwritten Offering following Registrable Securities of each Holder (and the Closingshares or securities of every other person subject to the foregoing restriction) until the end of such period, and each Holder agrees that, if the managing Underwritersso requested, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to will execute a customary lock-up an agreement in favor the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 1.14. Notwithstanding the Underwriters foregoing, the obligations described in this Section 1.14 shall not apply to such effect (a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in each case the future, or a registration relating solely to an SEC Rule 145 transaction on substantially Form S-4 or similar forms which may be promulgated in the same terms and conditions as all such Holders)future.

Market Stand-Off. In (a) Notwithstanding any other provisions of this Agreement, each Holder (including any permitted transferee thereof) agrees, if requested by the Company and the managing underwriter of Registrable Securities in connection with any Underwritten Offering underwritten public offering of the Company, not to directly or 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 held by it for (other than a Block Trade or Other Coordinated Offering), if requested by a) one hundred eighty (180) days following the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) effective date of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lockrelevant registration statement filed under the Securities Act or comparable listing document filed under any applicable Non-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included U.S. Securities Laws in such offering pursuant to this Agreement), without the prior written consent of connection with the Company’s initial public offering of Registrable Securities, during the forty-five or (45)-day period (or such shorter time agreed to by the managing Underwritersb) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from following the effective date of the pricing relevant registration statement or comparable listing document in connection with any other public offering of any Registrable Securities, as such Underwritten Offering. Each underwriter shall specify reasonably and in good faith, provided that such Holder agrees to execute a customary lock-lock up agreement in favor is conditional upon all shareholders then holding 1% or more of the Underwriters Company’s shares agreeing to such effect substantially similar restrictions (in each case on substantially Holder to have the same terms unless otherwise agreed by each of the Holders) and conditions also provided that in the event that any such shareholder is released from such lock up wholly or partly (notice of such release to be given by the underwriters and/or the Company to all Holders at least five (5) Business Days in advance) all Holders shall at the time of such release automatically be released to the same extent so that for the avoidance of doubt if 50% of the holding of a shareholder is released 50% of each Holder’s shares are also so released. Notwithstanding the foregoing, if: (x) during the last 17 days of the foregoing 180-day period or 90-day period, as all applicable, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 180-day period or 90-day period, as applicable, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the period, then the restrictions described above shall continue to apply until the expiration of an 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Investor shall enter into customary letter agreements to the foregoing effect if so requested by the Company and any managing underwriter. (b) In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the securities of the Company held by each Holder of Registrable Securities (and the securities of every other person subject to the foregoing restriction) until the end of such Holders)period.

Market Stand-Off. (a) In connection with any Underwritten Offering of equity securities underwritten public offering by the Purchaser to which the Purchaser Stock Consideration may be subject pursuant to an effective registration statement filed under the 1933 Act, Sellers shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the Company (other than a Block Trade or Other Coordinated Offering)foregoing transactions with respect to, if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) any of the outstanding Common Purchaser Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), Consideration without the prior written consent of the CompanyPurchaser and its underwriters. Such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Purchaser and such underwriters; provided, however, that in no event shall such period exceed one hundred eighty (180) days after the effective date of the registration statement filed with respect to such underwritten public offering (the “Lock-Up Period”). Notwithstanding the foregoing, if, during the fortylast seventeen (17) days of the Lock-five Up Period, Purchaser issues an earnings release or material news or a material event relating to the Purchaser occurs, or prior to the expiration of the Lock-Up Period, the Purchaser announces that it will release earnings results during the sixteen (45)-day 16)-day period beginning on the last day of the Lock-Up Period, the Lock-Up Period shall be extended and the restrictions imposed by this agreement shall continue to apply until the expiration of the eighteen (or such shorter time agreed to by the managing Underwriters) 18)-day period beginning on the date of pricing issuance of the earnings release or the occurrence of the material news or material event, as the case may be, unless Purchaser waives, in writing, such offering, except as expressly permitted by such lock-up agreement or in extension. (b) In the event of any stock dividend, stock split, recapitalization or other change affecting the managing Underwriters otherwise agree by written consent; providedPurchaser Stock Consideration effected without receipt of consideration, howeverthen any new, substituted or additional securities distributed with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions Purchaser Stock Consideration shall be for immediately subject to the number provisions of days this Section 4.10, to the same extent the Purchaser Stock Consideration is at such managing Underwriters so advisetime covered by such provisions. (c) In order to enforce the limitations of this Section 4.10, not the Purchaser may impose stop-transfer instructions with respect to exceed a period of ninety (90) days from the date Purchaser Stock Consideration until the end of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lockapplicable stand-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)off period.

Market Stand-Off. In (a) The Grantee hereby agrees that in connection with any Underwritten Offering underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the Company “Securities Act”), including the Corporation’s IPO, Grantee (other than a Block Trade or Other Coordinated Offeringand the Grantee’s Permitted Transferee (as such term is defined in the Sub-Plan), if requested by any) shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the managing Underwriterspurchase of, each Holder that is an executive officerpurchase any option or other contract for the sale of, director or Holder otherwise dispose of or transfer, or agree to engage in excess of five percent (5%) any of the outstanding Common Stock (and for which it is customary for such a Holder foregoing transactions with respect to, any Option Shares delivered to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities Grantee upon the exercise of the Company (other than those included in such offering pursuant to this Agreement), Option without the prior written consent of the Company, during Corporation or its underwriters. Such restriction (the forty“Market Stand-five (45)-day period (or Off”) shall be in effect for such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from time following the date of the pricing final prospectus for the offering as may be requested by the Corporation or such underwriters, but in no event greater than 180 days (the “Market Stand-Off Period”). In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Corporation’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any shares subject to the Market Stand-Off, or into which such shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to any Option Shares delivered to Grantee upon the exercise or vesting of the Option until the end of the applicable stand-off period. The Corporation’s underwriters shall be beneficiaries of this Section 11. This Section 11 shall not apply to shares registered in the public offering under the Securities Act, and the Grantee shall be subject to this Section 11 only if the directors and officers of the Corporation are subject to similar arrangements. (b) In addition, if any managing underwriter or book runner of any such Underwritten Offeringoffering or registration (the “Underwriter”) requests, the Grantee will execute and deliver to the Underwriter such documents, agreements, and instruments that the Underwriter shall reasonably require to enable the Underwriter to obtain the benefit of the Market Stand-Off during the Market Stand-Off Period. Each such Holder agrees In connection with the foregoing, the Grantee hereby appoints the Corporation’s Chief Executive Officer, or any other person designated by the Board, as the Grantee’s attorney-in-fact, with full power of substitution, to execute a customary lock-up agreement in favor of and deliver all documents, agreements and instruments to be executed and delivered by the Underwriters Grantee, and to such effect (take all actions to be taken by the Grantee in each case on substantially the same terms and conditions as all such Holders)in connection with effecting any Market Stand-Off.

Market Stand-Off. In connection with any Underwritten Offering underwritten public offering by UG of its equity securities pursuant to an effective registration statement filed under the Securities Act, Xxxxxx agrees that he shall not, directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the Company (other than a Block Trade or Other Coordinated Offering)foregoing transactions with respect to, if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to Securities acquired under this Agreement), Agreement without the prior written consent of UG or its managing underwriter. Such restriction (the Company, during the forty“Market Stand-five (45)-day Off”) shall be in effect for such period (or such shorter of time agreed to by the managing Underwriters) beginning on following the date of pricing of the final prospectus for the offering as may be requested by UG or such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; providedunderwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by UG or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto. The Market Stand-Off shall in any event terminate two years after the date of UG’s initial firm commitment underwritten public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting UG’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Securities subject to the Market Stand-Off, or into which such Securities thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, UG may impose stop-transfer instructions with respect to the first Underwritten Offering following Securities acquired under this Agreement until the Closing, if end of the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lockapplicable stand-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions off period. UG’s underwriters shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date beneficiaries of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement set forth in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 7.

Market Stand-Off. In connection with any Underwritten Offering Agreement. Each Holder hereby agrees that, during the period of equity securities of duration specified by the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is and an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares underwriter of Common Stock or other equity securities of the Company, following the date of the first sale to the public pursuant to a registration statement of the Company filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company (other than those held by it at any time during such period except Common Stock included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentregistration; provided, however, that: (a) with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise such registration statement of the Company which covers Common Stock (or other securities) to be sold on its behalf to the public in writing an underwritten offering such market stand-off time period shall not exceed 180 days; (b) with respect to any subsequent registration statement such market standoff time period shall not exceed 90 days; (c) all officers and directors of the Company and all other persons with registration rights enter into similar agreements; (d) each Holder's agreement to refrain from the acts and transactions described in this Section 1.9 shall not prohibit such Holders from transferring Registrable Securities (i) as a bona fide gift; (ii) as a private sale; or (iii) as a contribution to one or more trusts provided that in each such transfer the recipients of such Registrable Securities agree to be bound by this Agreement (the foregoing notwithstanding, each Holder may transfer up to 10% of the Registrable Securities held by such Holder to a lock-up restriction charitable institution without requiring that such charitable institution agree to be bound by this Agreement); and (e) the underwriter will agree to give reasonable consideration in good faith to a request by a Holder to be released from the terms of this Section 1.9 and any related underwriter's letter based upon hardship of the Holder or of a period member of fortysuch Holder's immediate family. In order to enforce the foregoing covenant, the Company may impose stop-five transfer instructions with respect to the Registrable Securities of each Holder (45and the shares or securities of every other person subject to the foregoing restriction) or fewer days would have a material adverse impact on until the end of such Underwritten Offeringperiod. If requested to do so by the Company, then such lock-up restrictions each Holder shall be for execute an underwriter's letter the number terms of days such managing Underwriters so advise, not which are consistent with the foregoing prior to exceed a period of ninety (90) days from the date registration of the pricing of any such Underwritten OfferingCompany's initial public offering. Each such Holder agrees Notwithstanding the foregoing, the obligations described in this Section 1.9 shall not apply to execute a customary lockregistration relating solely to employee benefit plans on Form S-up agreement l or Form S-8 or similar forms which may be promulgated in favor of the Underwriters future, or a registration relating solely to such effect (a Commission Rule 145 transaction on Form S-14 or Form S-15 or similar forms which may be promulgated in each case on substantially the same terms and conditions as all such Holders)future.

Market Stand-Off. In connection with the initial public offering of the Company’s securities, if any, and upon request of the managing or lead underwriter made to the Company in connection with such offering, each Buyer will agree with the Company and the underwriter not to sell, make any Underwritten Offering short sale of, loan, grant any option for the purchase of, or otherwise dispose of equity any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except for a period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as expressly permitted may be requested by the Company or such lock-up managing underwriters and to execute an agreement or in reflecting requirements binding on such Buyer that are substantially consistent with this Section 4 as may be requested by the event underwriters at the managing Underwriters otherwise agree by written consenttime of the such offering; provided, howeverhowever 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 sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 4 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) 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 sixteen (216) days after the effective date of the registration statement. In order to enforce the restriction set forth above or any other restriction agreed by Buyer, including without limitation any restriction requested by the underwriters of any initial public offering of the securities of the Company agreed by such Buyer, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten Offering following end of the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lockapplicable stand-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions off period. The Company’s underwriters shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date beneficiaries of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement set forth in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 4.

Market Stand-Off. In Each of the Allegiance Parties agrees that it will not sell or otherwise transfer or dispose of any Registrable Securities held by such Allegiance Party during the period referred to below (a "Market Stand-Off Period"): (i) in connection with any Underwritten Offering an underwritten offering of equity or equity-linked securities (such as convertible securities or warrants, but not including a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)) of the Company, as requested by the Company and the Company's underwriter for a period starting with the date of filing of, and ending on the date 90 days immediately following the effective date of, the applicable registration statement, provided that (i) the executive officers (as defined for purposes of Rule 16a-1 under the Exchange Act) and all the directors of the Company enter into similar agreements and (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%ii) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. The Company may only delay or suspend an offering pursuant to this Agreement)Section 5(a)(i) for a period of not more than sixty (60) days, without if a filing of any other registration statement is not made within that period and the prior Company may only exercise that right once in any twelve (12) month period. (ii) if the Company determines in its good faith judgment that the filing of a registration statement under Section 3 or the use of any related prospectus would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company's ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written consent notice of such determination by the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on until the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise upon which the Company notifies the Allegiance Parties in writing that suspension of such rights for the grounds set forth in this Section 5(a)(ii) is no longer necessary, provided that (A) (x) the Company may not declare more than three Market Stand-Off Periods in any 12month period pursuant to this clause (ii), (y) the aggregate Market Stand-Off Period pursuant to this clause (ii) in any 12-month period shall not exceed 90 days, and (z) the Market Stand-Off Period pursuant to this clause (ii) may not be used to extend the 90-day period contemplated by clause (i) above to a locktotal continuous Market Stand-up restriction of Off period exceeding 150 days in the aggregate and (B) unless the registration statement in question is a period of forty-five (45) shelf registration statement for a delayed or fewer days would have a material adverse impact on such Underwritten Offeringcontinuous offering, then if the Company declares a Market Stand-Off period during the first 60 days following the effectiveness thereof, each day of such lockMarket Stand-up restrictions shall Off period will be for counted as 1 1/2 days against the number of days 90-day period contemplated by clause (i) above. The Company agrees to give such managing Underwriters so advise, not to exceed a period of ninety (90) days from notice as promptly as practicable following the date that such suspension of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)rights is no longer necessary.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) Each Member hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companymanaging underwriter, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing the final prospectus relating to an IPO and ending on the date specified by the Company or its successor and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any Financial Industry Regulatory Authority 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), (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or its successor or any securities convertible into or exercisable or exchangeable for such capital stock held immediately prior to the effectiveness of the registration statement for such offering, except as expressly permitted by such lock-up agreement or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the event economic consequences of ownership of such capital stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of capital stock or other securities, in cash or otherwise (the managing Underwriters otherwise agree “Market Stand-Off”). The foregoing provisions of this Section 5.9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Members if all officers, directors and significant stockholders (as determined by written consent; providedthe underwriter of the IPO) of the Company or its successor enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5.9 and shall have the right, howeverpower and authority to enforce the provisions hereof as though they were a party hereto. Each Member further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Members subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company or its successor may impose stop-transfer instructions with respect to the first Underwritten Offering following common stock of each Member (and the Closing, if shares or securities of every other person subject to the managing Underwriters, in their reasonable discretion, advise foregoing restriction) until the Company in writing that a lock-up restriction end of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)period.

Market Stand-Off. In Unless subject to a separate lock-up agreement with more restrictive terms, in connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, each Holder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade purchased under the Securities Purchase Agreement or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director securities into which those purchased securities are converted or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), exchanged without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except as expressly permitted for a period of one hundred and eighty (180) days from the effective date of such registration (the “Restricted Period”), and to the extent requested by the underwriter, each Holder shall, at the time of such lock-up offering, execute a separate, additional agreement or in the event the managing Underwriters otherwise agree by written consentreflecting these requirements binding on such Holder that are substantially consistent with this Section 18; provided, further, however, with respect that the foregoing provisions of this Section 18 shall be applicable to the first Underwritten Offering following Holders only if all of the ClosingCompany’s directors and officers are subject to lock up restrictions during the Restricted Period no less favorable than those set forth in this Section 18 on the securities that they hold as of the Initial Public Offering. For clarity, if the managing Underwritersor lead underwriter consents to the sale or disposal of the locked-up securities, in their reasonable discretion, advise the Company will take action to remove any restrictive legend in writing that a respect of the lock-up restrictions. In order to enforce the restriction set forth above or in the Securities Purchase Agreement or any other restriction agreed by Holder, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Holder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this Section 18. Each Holder agrees that prior to the Company’s Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 18, provided that this Section 18 shall not apply to transfers pursuant to a period Registration Statement. Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of fortyeach Holder issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 18): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-five (45) or fewer days would have a material adverse impact on such Underwritten OfferingUP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, then such AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. After the Company’s Initial Public Offering and expiration of any lock-up restrictions shall be for the number period, upon request of days such managing Underwriters so advise, not to exceed any Holder who is a period holder of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In connection with Agreement. Holder hereby agrees that, during the period of duration specified by the Company or an underwriter of securities of the Company, following the effective date of a registration statement of the Company filed under the Act relating to the Company’s initial public offering, Holder shall not directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any Underwritten Offering short sale), grant any option to purchase or otherwise transfer or dispose of equity (other than to donees who agree to be similarly bound) any securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested held by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for at any time during such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity period except securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (registration or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentacquired thereafter; provided, however, that such market stand-off time period shall not exceed 180 days (plus up to 35 additional days to accommodate the publication of research by the managing underwriters pursuant to applicable exchange or marketplace rules) following the effective date of the registration statement relating to such initial public offering; and provided further that all directors, executive officers of the Company, and holders of one percent (1%) or more of the Company’s voting securities agree to the same market stand-off time period. During any period that Holder qualifies as a Major Investor (as defined in that certain Second Amended and Restated Registration Rights Agreement, dated as of January 25, 2011, by and among the Company and the stockholders named therein), any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact Holder shall apply to Holder and all other Major Investors subject to such agreements pro rata based on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters shares subject to such agreements.” 3. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Warrant. The Warrant, as amended hereby, shall be and remain in full force and effect (in each case on substantially the same accordance with its respective terms and conditions as hereby is ratified and confirmed in all such Holders)respects. 4. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

Market Stand-Off. In connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, each Purchaser hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except as expressly permitted for a period of one hundred and eighty (180) days from the effective date of such registration (the “Restricted Period”), and to the extent requested by the underwriter, each Purchaser shall, at the time of such lock-up offering, execute a separate, additional agreement or in the event the managing Underwriters otherwise agree by written consentreflecting these requirements binding on such Purchaser that are substantially consistent with this Section 14; 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 sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 14 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) 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 sixteen (216) days after the effective date of the registration statement. In order to enforce the restriction set forth above or in the in the Securities Purchase Agreement or any other restriction agreed by Purchaser, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Purchaser, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten end of the applicable stand-off period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this Section 14. Each Purchaser agrees that prior to the Company’s Initial Public Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 14, provided that this Section 14 shall not apply to transfers pursuant to a Registration Statement. Each Purchaser agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Purchaser issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. After the Company’s Initial Public Offering and expiration of any lock-up restriction period, upon request of any Purchaser who is a period holder of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In connection with any Underwritten Offering Agreement. Each Holder of equity securities of the Company (other than a Block Trade or Other Coordinated Offering)Registrable Securities agrees, if requested so required by the managing Underwritersunderwriter(s), each Holder that is an executive officer, director or Holder in excess of five percent (5%) it will not during the period commencing on the date of the outstanding Common Stock final prospectus relating to the Company’s IPO and ending on the date specified by the Company and the managing underwriter(s) (such period not to exceed one hundred and for which it is customary for eighty (180) days from the date of such a Holder final prospectus) (i) lend, offer, pledge, hypothecate, hedge, sell, make any short sale of, loan, contract to agree sell, sell any option or contract to a lock-up) agrees that it shall not Transfer purchase, purchase any shares of Common Stock option or other equity securities contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Equity Securities of the Company (other than those included in such offering offering), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Equity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Equity Securities of the Company or such other securities, in cash or otherwise; provided that (i) the forgoing provisions of this Section 6.3 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall not be applicable to any Holder unless all directors, officers and all other holders of at least one percent (1%) of the outstanding share capital of the Company (calculated on an as-converted and fully-diluted basis) must be bound by restrictions at least as restrictive as those applicable to any such Holder pursuant to this Agreement)Section 6.3, without (ii) this Section shall not apply to a Holder to the prior written consent of extent that any other Person subject to substantially similar restrictions is released in whole or in part, and (iii) the Company, during lockup agreements shall permit a Holder to transfer their Registrable Securities to their respective Affiliates so long as the forty-five (45)-day period (or such shorter time agreed transferees enter into the same lockup agreement. Each Investor agrees to by execute and deliver to the managing Underwritersunderwriter(s) beginning on the date of pricing of such offering, except as expressly permitted by such a lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on containing substantially the same similar terms and conditions as all such Holders)those contained herein.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if Agreement. If requested by the managing Underwritersunderwriter of the Company’s Initial Offering, each Holder hereby agrees that is an executive officersuch Holder shall not sell, director transfer, make any short sale of, grant any option for the purchase of, or Holder in excess of five percent enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (5%or other securities) of the outstanding Common Stock (and for which it is customary for Company held by such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days (subject to such offering pursuant extension(s) as may be required by the underwriters to this Agreement)publish research reports while complying with Rule 2711 of the Financial Industry Regulatory Authority, without Inc.) following the prior written consent effective date of a registration statement of the Company filed under the Securities Act; provided that such agreement shall apply only to the Company’s Initial Offering; provided further that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements; provided further that such agreement shall provide that any discretionary waiver or termination of the restrictions of such agreement by the Company or representative of the underwriters shall apply to the Holders on a pro-rata basis based on the number of Registrable Securities held; and provided further, during that the fortyrestrictions set forth herein shall not apply to shares purchased in the Initial Offering or to shares acquired in the public markets following effectiveness of the registration statement of the Company relating to the Initial Offering. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the Holder’s obligations under this Section 2.15 or that are necessary to give further effect thereto. The Company may impose stop-five (45)-day period transfer instructions with respect to the shares of Common Stock (or such shorter time agreed other securities) subject to by the managing Underwriters) beginning on foregoing restriction until the date of pricing end of such offeringperiod of restriction. (a) Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder (and the shares or securities of every other person subject to the restriction contained in this Section 2.15): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S FIRST REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, except as expressly permitted by such AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.” The Company shall use all reasonable efforts to cause each future holder of its securities to enter into an agreement substantially similar to the lock-up agreement or set forth in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 2.15.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Agreement. Each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companymanaging underwriter, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing of the final prospectus relating to the Company's Initial Offering and ending on the date specified by the Company and the managing underwriter (such offeringperiod not to exceed one hundred twenty (120) days) (i) lend, except as expressly permitted by such lock-up agreement offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the event economic consequences of ownership of the managing Underwriters otherwise agree Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by written consent; provideddelivery of Common Stock or such other securities, howeverin cash or otherwise. The foregoing provisions of this Section 1.13 shall apply only to the Company's initial public offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers and directors and greater than one percent (1%) shareholders of the Company enter into similar agreements. Notwithstanding the foregoing, any discretionary waiver or termination of the restrictions of any such agreements by the Company or representatives of the underwriters shall apply to all persons subject to such agreements pro rata based on the number of shares subject to such agreements. The Company shall use its best efforts in its negotiations with the lead underwriter in the Company's Initial Offering to limit the market stand-off period for all shareholders of the Company to not more than one hundred twenty (120) days. The underwriters in connection with the Company's Initial Offering are intended third party beneficiaries of this Section 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the first Underwritten Offering following Registrable Securities of each Holder (and the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).shares

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), Agreement. Each Holder hereby agrees that if requested required by the managing Underwritersunderwriter, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companymanaging underwriter, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing of such offering, except as expressly permitted the final prospectus relating to the IPO or other underwritten offering pursuant to Section 2.1 or 2.2 and ending on the date specified by such lock-up agreement or in the event Company and the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a underwriter (such period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period (x) one hundred eighty (180) days in the case of the IPO, or (y) ninety (90) days from in the case of any registration other than the IPO, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Ordinary Shares, held immediately before the effective date of the pricing registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers, directors, and Holders are subject to the same restrictions. The underwriters in connection with such Underwritten Offeringregistration are intended third-party beneficiaries of this Section 2.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each such Holder further agrees to execute a customary lock-up agreement such agreements as may be reasonably requested by the underwriters in favor connection with such registration that are consistent with this Section 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the Underwriters restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such effect agreements, based on the number of shares subject to such agreements. Investor and each Shareholder hereby agree that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities held by such shareholder (and the shares or securities of every other person subject to the restriction contained in each case on substantially the same terms and conditions as all such Holders)this Section 2.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AND TO SUCH OTHER LOCK UP PERIODS, RESTRICTIONS AND LIMITATIONS, ALL AS SET FORTH IN AN INVESTORS RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK UP PERIOD AND OTHER RESTRICTIONS AND LIMITATIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) Each Member hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companymanaging underwriter, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing the final prospectus relating to an IPO and ending on the date specified by the Fund or its successor and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any Financial Industry Regulatory Authority rules, for an additional period of up to fifteen (15) days if the Fund issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period), (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or its successor or any securities convertible into or exercisable or exchangeable for such capital stock held immediately prior to the effectiveness of the registration statement for such offering, except as expressly permitted by such lock-up agreement or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the event economic consequences of ownership of such capital stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of capital stock or other securities, in cash or otherwise (the managing Underwriters otherwise agree “Market Stand-Off”). The foregoing provisions of this Section 5.5 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Members if all officers, directors and significant stockholders (as determined by written consent; providedthe underwriter of the IPO) of the Fund or its successor enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5.5 and shall have the right, howeverpower and authority to enforce the provisions hereof as though they were a party hereto. Each Member further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5.5 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Fund or the underwriters shall apply to all Members subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Fund or its successor may impose stop-transfer instructions with respect to the first Underwritten Offering following common stock of each Member (and the Closing, if shares or securities of every other person subject to the managing Underwriters, in their reasonable discretion, advise foregoing restriction) until the Company in writing that a lock-up restriction end of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)period.

Market Stand-Off. In connection Agreement; Agreement to Furnish Information. The Shareholder and each Holder hereby agree that the Shareholder and/or Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to, any Underwritten Offering of equity Common Shares (or other securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested Company) held by the managing Underwriters, each Holder that is an executive officer, director Shareholder or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent registration) for a period (the “Restricted Period”) specified by the representatives of the underwriters of Common Shares (or other securities of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ten (10) days prior and ninety (90) days from following any registered sale by the date Company in which the Company gave the Shareholder an opportunity to participate; provided that all executive officers and directors of the pricing Company enter into similar agreements and only if such Persons remain subject thereto (and are not released from such agreement) for such period. The Demanding Shareholder and each Holder agree to execute and deliver such other agreements as may be reasonably requested by the Company or the representatives of the underwriters which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding the foregoing, if (a) 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 (b) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the sixteen-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 2.10 shall continue to apply until the expiration of the eighteen-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In addition, if requested by the Company or the representative of the underwriters of Common Shares (or other securities of the Company), the Demanding Holder and each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any such Underwritten Offering. Each public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act in which the Demanding Holder or such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)participates.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Agreement. Each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of not, to the extent requested by the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent 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 fortylast 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-five (45)-day day period (or such shorter time agreed to by the managing Underwriters) 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 pricing the registration statement. For purposes of such offeringthis Section 2.2, except as expressly permitted by such lockthe term “Company” shall include any wholly-up agreement owned subsidiary of the Company into which the Company merges or in consolidates. To enforce the event foregoing covenant, the managing Underwriters otherwise agree by written consent; provided, however, 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 first Underwritten Offering following Securities and such other shares of stock of each Holder (and the Closing, if shares or securities of every other person subject to the managing Underwriters, in their reasonable discretion, advise foregoing restriction) until the Company in writing that a lock-up restriction end of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offeringperiod. Each such Holder further agrees to execute a customary lock-up enter into any agreement in favor of reasonably required by the Underwriters underwriters to such effect (in each case on substantially implement the same terms and conditions as all such Holders)foregoing within any reasonable timeframe so requested.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companyrepresentatives of the underwriters, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing the final prospectus relating to the Company’s initial public offering and ending on the date specified by the Company and the representatives of the underwriters (such offeringperiod not to exceed one hundred eighty (180) days) (i) offer, except as expressly permitted by such lock-up agreement pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the event economic consequences of ownership of the managing Underwriters Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 5.2 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, securities purchased in the initial public offering or securities purchased in open market transactions. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of this Section 5.2 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Notwithstanding the foregoing, no Holder shall be bound by this Section 5.2 unless all entities owning three percent (3%) or more of the then outstanding common stock of the Company (assuming full conversion of all outstanding equity securities of the Company convertible into such common stock) are bound by this Section 5.2 or are otherwise agree contractually restricted from undertaking any action restricted by written consent; providedthis Section 5.2. In order to enforce the foregoing covenant, however, the Company may impose stop-transfer instructions with respect to the first Underwritten Offering following shares of capital stock of Holder (and the Closing, if shares or securities of every other person subject to the managing Underwriters, in their reasonable discretion, advise foregoing restriction) until the Company in writing that a lock-up restriction end of a period of forty-five such period. By: Name: (45Print) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date Title: Chairman of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect Board, President or Vice President By: Name: (in each case on substantially the same terms Print) Title: Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary Acknowledged and conditions as all such Holders).Agreed to: By: Name: (Print) Title:

Market Stand-Off. In connection with any Underwritten Offering The Holder of equity securities this Warrant hereby agrees that, during the period commencing on the date of the final prospectus relating to an underwritten public offering of the Company’s Common Stock under the Securities Act and ending on the date specified by the Company and the managing underwriter (other than a Block Trade or Other Coordinated Offeringsuch period not to exceed 180 days), if requested by the managing Underwriters, each such Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter time agreed to by the managing Underwritersunderwriter: (a) beginning lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock, held immediately before the effective date of the registration statement for such offering; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 10 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder of this Warrant only if all officers, directors, and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock of the Company) are similarly bound. For purposes of this Section 10, the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in certificates representing the event the managing Underwriters otherwise agree by written consent; provided, however, shares subject to this Section 10 and to impose stop transfer instructions with respect to such shares until the first Underwritten Offering following end of such period. The underwriters in connection with such registration are intended third party beneficiaries of this Section 10 and shall have the Closingright, if power, and authority to enforce the managing Underwriters, in their reasonable discretion, advise the Company in writing that provisions hereof as though they were a lock-up restriction party hereto. The Holder of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder this Warrant further agrees to execute a customary lock-up agreement such agreements as may be reasonably requested by the underwriters in favor of the Underwriters connection with such registration that are consistent with this Section 10 or that are necessary to such give further effect (in each case on substantially the same terms and conditions as all such Holders)thereto.

Market Stand-Off. In connection with any Underwritten Offering Agreement. Each Holder hereby agrees that, during the period of equity securities of duration (up to, but not exceeding, one hundred eighty (180) days) specified by the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is and an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares underwriter of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on following the date of pricing of such the final prospectus distributed in connection with a public offering, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities held by it at any time during such period except as expressly permitted by Registrable Securities included in such lockregistration (the "Lock-up agreement or in the event the managing Underwriters otherwise agree by written consentUp"); provided, however, that: (a) such agreement shall be applicable only with respect to the first Underwritten Offering following IPO; (b) all officers and directors of the ClosingCompany, all one-percent (1%) securityholders, and all other persons with registration fights (whether or not pursuant to this Agreement) enter into similar agreements; (c) any discretionary waiver or termination of the Lock-Up by the Company or by representatives of an underwriter shall apply to all persons subject to such Lock- Up on a pro rata basis; (d) the Company shall use its best effort in its negotiations with the Company's lead underwriter in an IPO to limit the Lock-Up to not more than one hundred twenty (120) days; and (e) the Company agrees to use its best efforts to ensure that all shares of its capital stock outstanding immediately prior to the consummation of the IPO shall be subject to a Lock-Up substantially similar to the Lock-Up in this Section 1.14. In order to enforce the foregoing covenants, the Company may impose stop transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period, and each Holder agrees that, if the managing Underwritersso requested, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to will execute a customary lock-up an agreement in favor the form provided by the underwriter containing terms which are consistent with the provisions of this Section 1.14. Notwithstanding the Underwriters foregoing, the obligations described in this Section 1.14 shall not apply to such effect (a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in each case the future, or a registration relating solely to an SEC Rule 145 transaction on substantially Form S-4 or similar forms which may be promulgated in the same terms and conditions as all such Holders)future.

Market Stand-Off. In connection with any Underwritten Offering By acceptance of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing UnderwritersWarrants, each Holder hereby agrees that that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its common stock or any other equity security, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the Company’s first underwritten offering of its common stock under the Securities Act (“IPO”), which period may be extended upon the request of the managing underwriter, to the extent required by FINRA rules, for an additional period of up to eighteen (18) days if the Company issues or proposes to issue an earnings or other public release within eighteen (18) days after the expiration of the 180-day lockup period), (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Class B Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Class B Common Stock held immediately before the effective date of the registration statement for such offering; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Class B Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall not apply to the sale of any shares to an executive officerunderwriter pursuant to an underwriting agreement, director or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in excess of writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value; and (y) be applicable to the Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock common stock (after giving effect to conversion into common stock of all the Company’s outstanding preferred stock and other securities or rights convertible into, or exercisable or exchangeable for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock (in each case, directly or other equity securities of the Company (other than those included in such offering pursuant to this Agreementindirectly), without the prior written consent of the Companycommon stock, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwritersincluding options and warrants). The underwriters, in their reasonable discretionconnection with such registration, advise are intended third-party beneficiaries of this Section 9 and shall have the Company in writing that right, power, and authority to enforce the provisions hereof as though they were a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offeringparty hereto. Each such Holder further agrees to execute a customary lock-up agreement such agreements as may be reasonably requested by the underwriters in favor of the Underwriters connection with such registration that are consistent with this Section 9 or that are necessary to such give further effect (in each case on substantially the same terms and conditions as all such Holders)thereto.

Market Stand-Off. In Agreement. Each Holder hereby agrees that, during the period of duration (up to, but not exceeding, 180 days) specified by an underwriter of common stock or other securities of Horizon, following the date of the final prospectus distributed in connection with any Underwritten Offering registration statement of equity securities Horizon filed under the Securities Act with respect to an underwritten offering, it shall not, to the extent requested by such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to donees who agree to a lock-upbe similarly bound) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those Horizon held by it at any time during such period except common stock included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentregistration; provided, however, that Horizon shall utilize its reasonable best efforts to ensure that all officers and directors of Horizon (other than HT (as defined herein) and members of the McKell Family who shall havx xxxxiously executed a lock-up agreement), all ten percent security holders, and all other persons with registration rights granted subsequent to the date hereof enter into similar agreements and provided further that if the Company or any other holder of securities of the Company who own more than one percent (1%) of the Common Stock on an "as-converted" basis shall be subject to a shorter lock-up period, the lock-up period shall be such shorter period for the Holder. The Company hereby agrees that, during the period of duration (up to, but not exceeding, 180 days) specified by an underwriter of common stock or other securities of Horizon, following the date of the final prospectus distributed in connection with any registration statement of Horizon filed under the Securities Act with respect to an underwritten offering, it shall not and shall cause Horizon Telcom, Inc., a Delaware corporation ("HT"), and the members of the McKell Family to not, to txx xxxent requested by such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of Horizon held by it at any time during such period except common stock included in such registration. In order to enforce the foregoing covenant, Horizon may impose stop-transfer instructions with respect to the first Underwritten Offering following Registrable Securities of each Holder (and the Closingshares or securities of every other person subject to the foregoing restriction) until the end of such period, and each Holder agrees that, if the managing Underwritersso requested, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to will execute a customary lock-up an agreement in favor the form provided by the underwriter containing terms which are essentially consistent with the provisions of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 11.2.

Market Stand-Off. In (a) The Grantee hereby agrees that, in connection with any Underwritten Offering registration under the Securities Act of equity securities of 1933, as amended (the Company (other than a Block Trade or Other Coordinated Offering“Securities Act”), if requested by of any Shares, the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock Grantee (and for which it is customary for such a Holder to agree to a lock-uphis or her permitted transferee, if any) agrees that it shall not Transfer sell or otherwise transfer (including through short-sales, hedging, or similar transactions) any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, Shares during the forty-five period the Board specifies (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consenta “Holdback”); provided, however, that such period shall not exceed one hundred eighty (180) days (or other such period that the underwriters reasonably require) following the effective date of the applicable registration statement filed under the Securities Act (the “Market Stand-Off Period”). Until the end of such Market Stand-Off Period, the Company may impose, with respect to Shares, stop-transfer instructions that are subject to the first Underwritten Offering following foregoing restrictions. This provision shall apply in accordance with any applicable securities law or regulation, and the Closingterm “Securities Act” shall include any relevant securities law in the applicable jurisdiction. (b) Xxxxxxx also agrees to be bound by any restriction agreed to by holders of not less than a majority of the then-outstanding Shares (giving effect to the pro forma conversion of all outstanding preferred shares and other convertible securities and the pro forma exercise of all stock options, warrants and other rights, to the extent then exercisable). (c) In addition, if the any managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) underwriter or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing book runner of any such Underwritten Offeringoffering or registration (the “Underwriter”) requests, the Grantee will execute and deliver to the Underwriter such documents, agreements, and instruments that the Underwriter shall reasonably require to enable the Underwriter to obtain the benefit of the Holdback during the Market Stand-Off Period. Each such Holder agrees In connection with the foregoing, the Grantee hereby appoints the Company’s Chief Executive Officer as the Grantee’s attorney-in-fact, with full power of substitution, to execute a customary lock-up agreement in favor of and deliver all documents, agreements and instruments to be executed and delivered by the Underwriters Grantee, and to such effect (take all actions to be taken by the Grantee in each case on substantially the same terms and conditions as all such Holders)in connection with effecting any Holdback.

Market Stand-Off. In connection with any Underwritten Offering The Registered Holder hereby agrees that, during the period of equity securities of duration specified by the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is and an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares underwriter of Common Stock or other equity securities of the Company, following the effective date of the registration statement of the Company filed under the Act in connection with an initial public offering of the Company’s securities, it shall not, to the extent requested by the Company or such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company (other than those during such period except Common Stock included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentregistration; provided, however, with respect that such market stand-off time period shall not exceed one hundred eighty (180) days except that such period may be extended upon the request of the managing underwriter, to the first Underwritten Offering following extent required by any rules of the ClosingFinancial Industry Regulatory Authority (or any successor agency or organization), if the managing Underwriters, in their reasonable discretion, advise Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the Company in writing that a lockexpiration of the 180-up restriction of a day lockup period for an additional period of forty-five up to fifteen (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (9015) days from the date of such earnings or other public release. The Registered Holder hereby agrees that it will enter into the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary underwriter’s standard lock-up agreement containing restrictions similar to those set forth in favor this Section 7. In addition, in order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the Company securities held by the Registered Holder until the end of such period. The Registered Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Warrant Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN A WARRANT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. Notwithstanding the Underwriters foregoing, the obligations described in this Section 7 shall not apply to such effect (a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in each case on substantially the same terms and conditions as all such Holders)future, or a registration relating solely to an SEC Rule 145 transaction.

Market Stand-Off. In connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, each Holder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except as expressly permitted for a period of one hundred eighty (180) days from the effective date of such registration (the “Restricted Period”), and to the extent requested by the underwriter, each Holder shall, at the time of such lock-up offering, execute an agreement or in the event the managing Underwriters otherwise agree by written consentreflecting these requirements binding on such Holder that are substantially consistent with this Section 14; 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 sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 14 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) 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 sixteen (216) days after the effective date of the registration statement. In order to enforce the restriction set forth above or any other restriction agreed by Holder, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Holder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten end of the applicable stand-off period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this Section 14. Each Holder agrees that prior to the Company’s Initial Public Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 14, provided that this Section 14 shall not apply to transfers pursuant to a Registration Statement. Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. After the Company’s Initial Public Offering and expiration of any lock-up restriction period, upon request of any Holder who is a period holder of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In connection with any Underwritten Offering (a) The Holder hereby agrees that from the earlier to occur of equity securities (i) the date of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) closing of the outstanding Common Stock (issuance and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any sale of shares of Common Stock or other equity securities of the Company (other than those included in such the Company’s first underwritten public offering pursuant to this Agreementan effective registration statement under the Securities Act (the “IPO”) or (ii) the first date (the “Trading Date”) on which the Common Stock (or securities received in exchange for Common Stock) trades on a national securities exchange or on the NASDAQ (a “Trading Event”) and continuing for a period of 180 days thereafter or such longer period not to exceed 270 days as may be requested by the underwriter or underwriters of the IPO (the “Lock-Up Period”), the Holder will not, without the prior written consent of the Company, during offer, pledge, sell, contract to sell, grant any option for the forty-five (45)-day period (sale of, or such shorter time agreed to otherwise dispose of, directly or indirectly, any shares of Common Stock or securities exchangeable, convertible or exercisable for shares of Common Stock purchased or acquired by the managing UnderwritersHolder. (b) beginning on In connection with any subsequent public offering of the date of pricing of such offeringCompany’s securities, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect Holder hereby agrees to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that be subject to a lock-up restriction of for a period of forty90 days (the “Subsequent Lock-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such Up Period”). The foregoing lock-up restrictions ups shall be applicable regardless of whether the securities are then registered for re-sale under the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date Securities Act. This Section 13 shall be binding upon any transferee of the pricing Warrant or the Shares. (c) In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to any shares of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor Common Stock or securities exchangeable, convertible or exercisable for shares of Common Stock of the Underwriters Holder or its transferee (and the shares or securities of every other person subject to the foregoing restriction) until the end of such effect (in each case on substantially period. The foregoing Lock-Up Period and Subsequent Lock-Up Period(s) shall be applicable to Holder only if, and then to the same terms extent that, all officers and conditions as all such Holders)directors of the Company enter into and comply with similar lock up agreements.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of To the Company (other than a Block Trade or Other Coordinated Offering), if extent requested by the managing Underwriters, each Holder that is Company or an executive officer, director or Holder in excess underwriter of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, Investor shall not sell or otherwise transfer or dispose of any securities or other shares of stock of the Company then owned by such Investor (other than to donees or partners of the Holder who agree to be similarly bound) for up to 180 days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the fortylast 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 before the expiration of the restricted period the Company announces that it will release earnings results during the 16-five (45)-day day period (or such shorter time agreed to by the managing Underwriters) beginning on the date last day of pricing the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and FINRA Rule 2241 thereof applies, then the restrictions imposed by this Section 13 will continue to apply until the expiration of such offering, except as expressly permitted by such lockthe 18-up agreement day period beginning on the issuance of the earnings release or in the event occurrence of the managing Underwriters otherwise agree by written consentmaterial news or material event; provided, howeverfurther, that such automatic extension will not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed FINRA Rule 2241, 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 first Underwritten Offering following securities of an “emerging growth company” (as defined in the ClosingJumpstart Our Business Startups Act of 2012) before or after the expiration of any agreement between the broker, if the managing Underwritersdealer, in their reasonable discretion, advise the Company in writing that a lock-up restriction or member of a national securities association and the emerging growth company or its shareholders that restricts or prohibits the sale of securities held by the emerging growth company or its shareholders after the initial public offering date. In no event will the restricted period of forty-five (45) or fewer extend beyond 215 days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for after the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the effective date of the pricing registration statement. For purposes of this Section 13, “Company” includes any such Underwritten Offering. Each such Holder agrees to execute a customary lockwholly-up agreement in favor owned subsidiary of the Underwriters Company into which the Company merges or consolidates. The Company may place restrictive legends on the certificates representing the shares subject to this Section 13 and may impose stop transfer instructions with respect to the Securities and such effect other shares of stock of Investor (in each case and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Investor shall enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested. (signature page follows) The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on substantially the same terms date first written above. (Signature) (Name and conditions as all such Holders).title of signatory, if applicable) (Street address) (City, state and ZIP) ASSIGNOR: _________________________ COMPANY: HERITAGE DISTILLING HOLDING COMPANY, INC. WARRANT: THE WARRANT TO PURCHASE SHARES ISSUED ON MARCH 18, 2022 (THE “WARRANT”) DATE: _________________________

Market Stand-Off. In Each of the Allegiance Parties agrees that it will not sell or otherwise transfer or dispose of any Registrable Securities held by such Allegiance Party during the period referred to below (a “Market Stand-Off Period”): (i) in connection with any Underwritten Offering an underwritten offering of equity or equity-linked securities (such as convertible securities or warrants, but not including a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)) of the Company, as requested by the Company and the Company’s underwriter for a period starting with the date of filing of, and ending on the date 90 days immediately following the effective date of, the applicable registration statement, provided that (i) the executive officers (as defined for purposes of Rule 16a-1 under the Exchange Act) and all the directors of the Company enter into similar agreements and (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%ii) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. The Company may only delay or suspend an offering pursuant to this Agreement)Section 5(a)(i) for a period of not more than sixty (60) days, without if a filing of any other registration statement is not made within that period and the prior Company may only exercise that right once in any twelve (12) month period. (ii) if the Company determines in its good faith judgment that the filing of a registration statement under Section 3 or the use of any related prospectus would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written consent notice of such determination by the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on until the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise upon which the Company notifies the Allegiance Parties in writing that suspension of such rights for the grounds set forth in this Section 5(a)(ii) is no longer necessary, provided that (A) (x) the Company may not declare more than three Market Stand-Off Periods in any 12month period pursuant to this clause (ii), (y) the aggregate Market Stand-Off Period pursuant to this clause (ii) in any 12-month period shall not exceed 90 days, and (z) the Market Stand-Off Period pursuant to this clause (ii) may not be used to extend the 90-day period contemplated by clause (i) above to a locktotal continuous Market Stand-up restriction of Off period exceeding 150 days in the aggregate and (B) unless the registration statement in question is a period of forty-five (45) shelf registration statement for a delayed or fewer days would have a material adverse impact on such Underwritten Offeringcontinuous offering, then if the Company declares a Market Stand-Off period during the first 60 days following the effectiveness thereof, each day of such lockMarket Stand-up restrictions shall Off period will be for counted as 1 1/2 days against the number of days 90-day period contemplated by clause (i) above. The Company agrees to give such managing Underwriters so advise, not to exceed a period of ninety (90) days from notice as promptly as practicable following the date that such suspension of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)rights is no longer necessary.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companyrepresentatives of the underwriters, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing the final prospectus relating to the Company’s initial public offering and ending on the date specified by the Company and the representatives of the underwriters (such offeringperiod not to exceed one hundred eighty (180) days) (i) offer, except as expressly permitted by such lock-up agreement pledge, sell, contact to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the event economic consequences of ownership of the managing Underwriters Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 5.2 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, securities purchased in the initial public offering or securities purchased in open market transactions. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of this Section 5.2 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Notwithstanding the foregoing, no Holder shall be bound by this Section 5.2 unless all entities owning three percent (3%) or more of the then outstanding common stock of the Company (assuming full conversion of all outstanding equity securities of the Company convertible into such common stock) are bound by this Section 5.2 or are otherwise agree contractually restricted from undertaking any action restricted by written consent; providedthis Section 5.2. In order to enforce the foregoing covenant, however, the Company may impose stop-transfer instructions with respect to the first Underwritten Offering following shares of capital stock of Holder (and the Closing, if shares or securities of every other person subject to the managing Underwriters, in their reasonable discretion, advise foregoing restriction) until the Company in writing that a lock-up restriction end of a period of forty-five such period. By: Name: Xxxxxxx X. Kenmore (45Print) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date Title: Chairman of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect Board, President or Vice President By: Name: Xxxxxxx X. Kenmore (in each case on substantially the same terms Print) Title: Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary Acknowledged and conditions as all such Holders).Agreed to: By: Name: (Print) Title:

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Agreement. Each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer not, to the extent requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of or engage in any other transaction regarding 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 a period (a "Lock-Up Period") equal to the lesser of (i) the period beginning upon the effective date of a registration statement of the Company filed under the Securities Act and ending up to one hundred eighty (180) days thereafter or (ii) the period beginning upon the effective date of a registration statement of the Company filed under the Securities Act and ending on the first date thereafter that the closing price of the Common Stock as quoted on the Nasdaq Stock Market or such other exchange on which the Common Stock is then traded has been equal to or greater than 150% of the price that the Common Stock is sold by the Company to the public in the Initial Public Offering (as adjusted to reflect the effect on the outstanding shares of Common Stock by subdivision, combination or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-stock dividend) on five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentconsecutive trading days; provided, however, that the Lock-Up Period shall be the period specified by item (i) if the Board of Directors in good faith determines that it is in the best interests of the Company and its shareholders for the Lock-Up Period to be that period; provided, further, that: (a) such agreement shall be applicable only to the first such registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering but not to Registrable Securities sold pursuant to such registration statement; and (b) all executive officers and directors of the Company, and each shareholder of the Company holding in the aggregate at least 1% of the outstanding capital stock of the Company (on a fully-diluted basis), enter into similar agreements. In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 1.9 and to impose stop transfer instructions with respect to the first Underwritten Offering following Registrable Securities and such other shares of stock of each Holder (and the Closingshares or securities of every other person subject to the foregoing restriction) until the end of such period. The obligations described in this Section 1.9 shall not apply to a registration statement relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, if or a registration statement relating solely to a Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)future.

Market Stand-Off. In connection with (a) To the extent that an Investor or Key Stockholder is not a party to the Amended and Restated Investors’ Rights Agreement of even date herewith among the Company and stockholders of the Company identified on Schedule A or Schedule B thereto, such Key Stockholder or Investor, as the case may be, hereby agrees that, during the period of duration specified by the Company and an underwriter of common stock or other securities of the Company, following the effective date of a registration statement of the Company filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any Underwritten Offering short sale), grant any option to purchase or otherwise transfer or dispose of equity (other than to donees who agree to be similarly bound) any securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested held by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding it at any time during such period except Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentregistration; provided, however, that such agreement shall not exceed one hundred eighty (180) days from the effective date of registration (which period may be extended upon the request of the managing underwriter 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). The foregoing provisions of this Section 6(a) shall apply only to the Company’s first underwritten public offering of its Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of gross proceeds to the Company (the “IPO”), shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to Investors or Key Stockholders hereunder if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s IPO are intended third-party beneficiaries of this Section 6(a) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Investor and Key Stockholder subject to this Section 6(a) further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s IPO that are consistent with this Section 6(a) or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Investors and Key Stockholders subject to such agreements pro rata based on the number of shares subject to such agreements, except that, notwithstanding the foregoing, the Company and the underwriters may, in their sole discretion, waive or terminate these restrictions with respect to up to 100,000 shares of the Company’s Common Stock. (b) In the event of any stock dividend, stock split, recapitalization or other change affecting the Company’s outstanding Common Stock effected without receipt of consideration, then any new, substituted or additional securities distributed with respect to the first Underwritten Offering following Key Stockholder Stock shall be immediately subject to the Closingprovisions of Section 6(a), if to the managing Underwriterssame extent the Key Stockholder Stock is at such time covered by such provisions. (c) In order to enforce the foregoing covenant, in their reasonable discretion, advise the Company in writing that a lockmay impose stop-up restriction transfer instructions with respect to the shares of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date capital stock of the pricing Company held by the Investors and Key Stockholders (and the shares or securities of any such Underwritten Offering. Each such Holder agrees every other person subject to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holdersforegoing restriction).

Market Stand-Off. In connection Each Purchaser hereby agrees that, if so requested by the representative of the lead or managing underwriter of a public offering effected by the Company pursuant to a registration statement (the “Managing Underwriter”) and if such Purchaser then beneficially owns 3% or more of the Company's outstanding shares, such Purchaser shall not, without the prior consent of the Managing Underwriter, with the exclusion of shares or share equivalents having a then current market value equal to the Subscription Amount of such Purchaser and with the exclusion of any Underwritten Offering of equity securities purchased after the Closing Date unless agreed to otherwise, (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities of the Company (other than a Block Trade whether such securities are then owned by such Purchaser, or Other Coordinated Offeringare thereafter acquired), if requested by the managing Underwritersor (ii) enter into any swap or other arrangement that transfers to another, each Holder that is an executive officerin whole or in part, director or Holder in excess of five percent (5%) any of the outstanding Common Stock economic consequences of ownership of such securities, whether any such transaction described in clause (and for which it i) or (ii) above is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares be settled by delivery of Common Stock securities, in cash or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Companyotherwise, during the forty-five (45)-day period (or such shorter time agreed to specified by the managing UnderwritersManaging Underwriter, with such period not to exceed 90 days following the effective date of such registration statement (the “Market Standoff Period”), provided that (i) if the Company issues an earnings release or material news, or if a material event relating to the Company occurs, during the last seventeen (17) days of the Market Standoff Period, or (ii) if prior to the expiration of the Market Standoff Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date last day of the pricing Market Standoff Period, the Market Standoff Period may be extended by the Managing Underwriter until the expiration of any such Underwritten Offeringthe eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each such Holder agrees Purchaser shall comply with the request of the Managing Underwriter to execute a customary lock-up agreement in favor of customary form on terms consistent with the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)foregoing.

Market Stand-Off. In connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, each Stockholder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except as expressly permitted for a period of one hundred eighty (180) days from the effective date of such registration (the “Restricted Period”), and to the extent requested by the underwriter, each Stockholder shall, at the time of such lock-up offering, execute an agreement or in the event the managing Underwriters otherwise agree by written consentreflecting these requirements binding on such Stockholder that are substantially consistent with this Section 14; 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 sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 14 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) 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 sixteen (216) days after the effective date of the registration statement. lo order to enforce the restriction set forth above or any other restriction agreed by Stockholder, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Stockholder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten end of the applicable stand-off period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this Section 14. Each Stockholder agrees that prior to the Company’s Initial Public Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 14. provided that this Section 14 shall not apply to transfers pursuant to a Registration Statement. Each Stockholder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Stockholder issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. After the Company’s Initial Public Offering and expiration of any lock-up restriction period, upon request of any Stockholder who is a period holder of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In connection with Each Shareholder agrees that, so long as it holds any Underwritten Offering of equity voting securities of the Company (other than a Block Trade or Other Coordinated Offering)Company, if requested upon request by the Company or the underwriters managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) the Initial Public Offering of the outstanding Common Stock (and for which Company’s securities, it is customary for such a Holder to agree to a lock-up) agrees that it shall will not Transfer sell or otherwise transfer or dispose of any shares of Common Stock or other equity securities of the Company (other than those permitted to be included in such offering pursuant the Registration and other transfers to this Agreement), Affiliates permitted by law) without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter time agreed to by underwriters, as the managing Underwriters) beginning on the date of pricing of such offeringcase may be, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of for a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall time as may be for requested by the number of days such managing Underwriters so advise, underwriters not to exceed a period of ninety one hundred and eighty (90180) days from the effective date of the registration statement (or its equivalent), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (a) the publication or other distribution of research reports and (b) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) covering such Initial Public Offering or the pricing date of such offering as may be requested by the underwriters. The foregoing provision of this Section 9.11 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if (i) all officers, directors and all holders of any Ordinary Shares enter into similar agreements, (ii) in the event that the Company or any underwriter releases any other holder of Shares from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such Underwritten Offeringrelease and shall itself be simultaneously released to the same proportional extent, and (iii) the market stand-off agreement contemplated permits the transfer of securities of the Company by the Shareholders to their respective Affiliates or other transferees so long as such Affiliates or transferees are required to enter into the same market stand-off agreement. Each such Holder agrees The Company shall require all future acquirers of the Company’s securities to execute prior to an Initial Public Offering a customary lockmarket stand-up off agreement containing substantially similar provisions as those contained in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 9.11.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of Agreement. To the Company (other than a Block Trade or Other Coordinated Offering), if extent requested by the managing Underwriters, each Holder that is Company or an executive officer, director or Holder in excess underwriter of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent 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 180 days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the fortylast 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 before the expiration of the restricted period the Company announces that it will release earnings results during the 16-five (45)-day day period (or such shorter time agreed to by the managing Underwriters) beginning on the date last day of pricing 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 Section 9.1 and 9.2 will continue to apply until the expiration of such offering, except as expressly permitted by such lockthe 18-up agreement day period beginning on the issuance of the earnings release or in the event occurrence of the managing Underwriters otherwise agree by written consentmaterial news or material event; provided, howeverfurther, 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 first Underwritten Offering following securities of an “emerging growth company” (as defined in the ClosingJumpstart Our Business Startups Act of 2012) before or after the expiration of any agreement between the broker, if the managing Underwritersdealer, in their reasonable discretion, advise the Company in writing that a lock-up restriction 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 of forty-five (45) or fewer extend beyond 215 days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for after the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the effective date of the pricing registration statement. For purposes of this Section, “Company” includes any wholly-owned subsidiary of the Company into which the Company merges or consolidates. The Company may place restrictive legends on the certificates representing the shares subject to this Section 9.2 and may impose stop transfer instructions with respect to the Securities and such Underwritten Offeringother 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 such Holder agrees shall enter into any agreement reasonably required by the underwriters to execute a customary lock-up agreement in favor of implement the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)foregoing within any reasonable timeframe so requested.

Market Stand-Off. In connection with (a) Each Holder and the Company hereby agrees that, if so requested by the representative of the lead or managing underwriters of a public offering effected by the Company pursuant to a registration statement (the “Managing Underwriter”), such Holder shall not, without the prior consent of the Managing Underwriter (i) lend, offer, pledge, sell, contract to sell, sell any Underwritten Offering of equity option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities or any securities of the Company (other than a Block Trade whether such shares or Other Coordinated Offeringany such securities are then owned by the Holder, or are thereafter acquired), if requested or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Registrable Securities or such other securities, in cash or otherwise, during the period specified by the managing UnderwritersManaging Underwriter, with such period not to exceed 90 days following the effective date of such registration statement (the “Market Standoff Period”), provided that (i) if the Company issues an earnings release or material news, or if a material event relating to the Company occurs, during the last seventeen (17) days of the Market Standoff Period, or (ii) if prior to the expiration of the Market Standoff Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Market Standoff Period, the Market Standoff Period may be extended by the Managing Underwriter 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. Any discretionary waiver or termination of the restrictions contained in any such agreement by the Company or the underwriter shall first apply to the Holders of Registrable Securities, which shall have preference over all other holders of the Company’s securities to register and sell the shares to be registered within such waiver or termination of restrictions. (b) The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. (c) The provisions of this Section ‎‎6 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holder if all officers, directors and shareholders of the Company holding a percentage of the Company’s share capital as determined by the Managing Underwriter, enter into similar agreements. (d) The underwriters in connection with a registration statement so filed are intended to be third party beneficiaries of this Section ‎‎6 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. (e) At the request of the Managing Underwriter, subject to clause (f) below, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (shall execute and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that deliver a lock-up restriction of letter (a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock“Lock-up Letter”) in the form reasonably requested by such Managing Underwriter substantially on the terms set forth in this Section ‎6. (f) Notwithstanding anything to the contrary, the restrictions on transfer in this Section 6 and any Lock-up Letter shall terminate and be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from no further force or effect no later than the date of which is six (6) months after the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)date hereof.