Common use of Market Stand-Off Clause in Contracts

Market Stand-Off. In connection with the IPO and upon request of the Company 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 sale, or otherwise dispose of any of the Company’s capital stock (or any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) without the prior written consent of Company or such underwriters, as the case may be, for such period of time (not to exceed 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 the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after the expiration of such 180-day period) from the effective date of such registration statement as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this 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 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 Holder agreements.

Market Stand-Off. In connection with any underwritten public offering by the IPO and upon request Corporation of its equity securities pursuant to an effective registration statement filed under the Company Act, including the Corporation’s initial public offering, the Participant or any person to whom the underwriters managing such IPO, Holder Participant has directly or indirectly transferred any Award Shares under this Agreement (a “Transferee”) 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Award Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of Company the Corporation or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company Corporation or such managing underwriters and to execute an agreement reflecting underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the foregoing as may be requested by the underwriters at the time date of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the HolderCorporation’s obligations under this Article 1.7 or that are necessary to give further effect theretoinitial public offering. In addition, if requested by the Company or the representative event of the underwriters declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the CompanyCorporation’s capital stock (outstanding securities without receipt of consideration, any new, substituted or other securities) of the Company, Holder shall provide, within ten (10) days additional securities which are by reason of such requesttransaction distributed with respect to any Award Shares subject to the Market Stand-Off, or into which such information as may shares thereby become convertible, shall immediately be required by subject to 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 ActMarket Stand-Off. 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 In order to enforce the provisions hereof as though they were a party heretoMarket Stand-Off, the Corporation may impose stop-transfer instructions with respect to the Award Shares acquired under this Agreement until the end of the applicable stand-off period. The foregoing agreements Corporation’s underwriters shall be beneficiaries of Holder the agreement set forth in this Article 1.7 Section 9. This Section 9 shall not apply to Award Shares registered in the public offering under the Act, and the Participant or a Transferee shall be subject to this Section 9 only if all the 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 Corporation are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with any underwritten public offering by the IPO and upon request Corporation of its equity securities pursuant to an effective registration statement filed under the Company Act, including the Corporation’s initial public offering, the Participant or any person to whom the underwriters managing such IPO, Holder Participant has directly or indirectly transferred any Award Shares under this Agreement (a “Transferee”) 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Award Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of Company the Corporation or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company Corporation or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, however, shall such period exceed 180 days; provided, however, notwithstanding the foregoing, if requested by (i) during the Company or the representative of the underwriters of the Company’s capital stock last seventeen (or other securities) of the Company, Holder shall provide, within ten (1017) days of such requestthe one hundred eighty (180)-day restricted period, such information as may be required by the Company Corporation issues an earnings release or such representative in connection with material news or a material event relating to the completion of any public offering Corporation occurs; or (ii) prior to the expiration of the Company’s securities pursuant one hundred eighty (180)-day restricted period, the Corporation announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 9 shall continue to a registration statement filed under apply until the Securities Actexpiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The underwriters Market Stand-Off shall in any event terminate two years after the date of the CompanyCorporation’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 the Corporation’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are intended third party beneficiaries by reason of this Article 1.7 and such transaction distributed with respect to any Award Shares subject to the Market Stand-Off, or into which such shares thereby become convertible, shall have immediately be subject to the right, power and authority Market Stand-Off. In order to enforce the provisions hereof as though they were a party heretoMarket Stand-Off, the Corporation may impose stop-transfer instructions with respect to the Award Shares acquired under this Agreement until the end of the applicable stand-off period. The foregoing agreements Corporation’s underwriters shall be beneficiaries of Holder the agreement set forth in this Article 1.7 Section 9. This Section 9 shall not apply to Award Shares registered in the public offering under the Act, and the Participant or a Transferee shall be subject to this Section 9 only if all the 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 Corporation are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or the underwriters managing such IPO, Holder a Transferee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) initial public offering. In the event of the Companydeclaration of a stock dividend, Holder shall providea spin-off, within ten (10) days of such requesta stock split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to a registration statement filed 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 Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 7. This Section 7 shall not apply to Shares registered in the public offering under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Optionee or a Transferee shall be subject to 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 Section 7 only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or the underwriters managing such IPO, Holder a Transferee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) initial public offering. In the event of the Companydeclaration of a stock dividend, Holder shall providea spin-off, within ten (10) days of such requesta stock split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to a registration statement filed under any Shares subject to the Securities ActMarket Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. 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 In order to enforce the provisions hereof as though they were a party heretoMarket Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The foregoing agreements Company’s underwriters shall be beneficiaries of Holder the agreement set forth 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 Holder agreementsSection 8.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company’s initial public offering, the Purchaser 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Purchased Shares without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) initial public offering. In the event of the Companydeclaration of a stock dividend, Holder shall providea spin-off, within ten (10) days of such requesta stock split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to a registration statement filed 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 Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (c). This Subsection (c) shall not apply to Shares registered in the public offering under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Purchaser shall be subject to 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 Subsection (c) only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. (a) In connection with the IPO Company's initial public offering of its equity securities pursuant to an effective registration statement filed under the 1933 Act and upon request in connection with any other underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the Company or 1933 Act during the underwriters managing period two years after the effective date of such IPOinitial public offering, Holder Owner shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a sale, or otherwise dispose of or transfer for value or otherwise agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Purchased Shares without the prior written consent of Company the Corporation or such its underwriters, as . Such restriction (the case may be, "Market Stand-Off") shall be in effect for such period of time (not to exceed one hundred from 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 the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after the expiration of such 180-day period) from the effective date of such registration statement the final prospectus for the offering as may be requested by the Company Corporation or such managing underwriters underwriters. In no event, however, shall any single period exceed one hundred eighty (180) days from the effective date of any such public offering. (b) Owner shall be subject to the Market Stand-Off PROVIDED AND ONLY IF the officers and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time directors of the IPO. Holder agrees Corporation are also subject to execute and deliver such other agreements as may be reasonably requested similar restrictions. (c) Any new, substituted or additional securities which are 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 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 reason of any public offering of Recapitalization or Reorganization distributed with respect to the Company’s securities pursuant Purchased Shares shall be immediately subject to a registration statement filed under the Securities Act. The underwriters of Market Stand-Off, to the Company’s stock same extent the Purchased Shares are intended third party beneficiaries of this Article 1.7 and shall have the right, power and authority at such time covered by such provisions. (d) In order 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 Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to the Purchased Shares until the end 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 Holder agreementsapplicable stand-off period.

Market Stand-Off. In (a) Each Member that is not also a party to the Investors’ Rights Agreement agrees that, in connection with the IPO and upon request any registration of the Company or the underwriters managing such IPOUnits pursuant to an underwritten public offering, Holder it shall not offer for sale, 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 sale, or otherwise dispose of any of the Company’s capital stock (or of, any securities convertible into the Company’s capital stock(issued or unissued) held by Holder, however or whenever acquired (other than those registered and included in such underwritten offering, whether in a transaction that would require registration under the registration Securities Act or purchased subsequent to otherwise, until the IPO) without the prior written consent expiration of Company or such underwriters, as the case may be, for such 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 of the Company or a successor thereto becomes registered under the Exchange Act; provided, however, that the Market Stand-Off Period shall not exceed one hundred eighty (180) days with respect to an underwritten initial public offering of Units or common stock by the Company (or any successor thereto) or ninety (90) days with respect to any other listing event. Each 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 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 and eighty (180) days): (i) offer for sale, but subject 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 such extension the SPAC Effective Time or extensions as may be required by the underwriters (ii) enter into any swap or other arrangement that transfers to another, in order to publish research reports while complying with the then applicable rules whole or in part, any of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after the expiration economic consequences of ownership of such 180-day periodsecurities, whether any such transaction described in clause (i) from the effective date or (ii) above is to be settled by delivery of such registration statement as may be requested by 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 Company sale of any shares to an underwriter pursuant to an underwriting agreement or in the open market following such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPOSPAC Transaction. Holder Each such Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or its successor in the underwriter SPAC Transaction that are consistent with the Holder’s obligations under this Article 1.7 Section 8.8(b) or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of the Company’s capital stock . (or other securitiesc) of the Company, Holder The Members agree that this Section 8.8 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 survive any public offering of the Company’s securities conversion 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 IX and shall have the right, power and authority be enforceable by VMD Corporation with respect to enforce the provisions hereof as though they were a party hereto. The foregoing agreements any shares of Holder in this common stock thereof held by Members following such conversion pursuant to 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 Holder agreementsIX.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, including the Company’s Initial Public Offering, the Holder 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Option Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed one hundred and eighty (180) days. In the event of the declaration of a stock dividend, but a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’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 such extension or extensions as may be required by the underwriters in Market Stand-Off. In order to publish research reports while complying enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the then applicable rules Shares acquired under this Option Agreement until the end of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirtyapplicable stand-four (34) days after the expiration of such 180-day off period) from the effective date of such registration statement as may . The Company and its underwriters shall be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time beneficiaries of the IPOagreement set forth in this Section 13. Holder agrees This Section 13 shall not apply to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this 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 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 Shares registered in connection with the completion of any a public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Optionee shall be subject to 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 Section 13 only if all the directors and officers of the CompanyCompany are subject to similar arrangements. “Initial Public Offering” shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, and all holders of one percent (1%) American Stock Exchange, NASDAQ National Market 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 Holder agreementspublic market system.

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 the IPO and upon request Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offering, to the extent requested in writing by the Company in connection with, or the underwriters managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or S-4, 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 IPOregistration statement, Holder shall each Employee agrees not to 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 sale, transfer or otherwise dispose of of, including any of sale pursuant to Rule 144 under the Company’s capital stock (or 1933 Act, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) without the prior written consent of Company or such underwriters, as the case may be, for such period of time (not to exceed 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 the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after the expiration of such 180-day period) from the effective date of such registration statement as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at Shares during the time of the IPO. Holder agrees to execute and deliver such other agreements as may be period reasonably requested by the Company or the underwriter managing underwriter, not to exceed 180 days (such period, the "Employee Lockup"); provided that are consistent with such agreement shall include the Holder’s obligations under this Article 1.7 or that are necessary to give further effect thereto. In addition, if requested by exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") 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 representative of Company. This Section 2.3 shall only remain in effect for the underwriters one (1) year period immediately following the effective date of the Company’s capital stock ('s Initial Public Offering and shall thereafter terminate and cease to be in force or other securitieseffect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Company, Holder shall provide, within ten Registration Rights Agreement if the Employee is a signatory under that Agreement. (10b) days of such request, such information as may be required by In the Company or such representative in connection with the completion event of any public offering of stock dividend, stock split, recapitalization, or other change affecting the Company’s 's outstanding Common Stock effected without receipt of consideration, then any new, substituted, or additional securities pursuant distributed with respect to a registration statement filed under the Securities Act. The underwriters of Shares shall be immediately subject to the Company’s stock are intended third party beneficiaries provisions of this Article 1.7 and shall have Section 2.3 to the right, power and authority to enforce same extent 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 Shares are at such Holder agreementstime covered by such provisions.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company's initial public offering, the Purchaser 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Purchased Shares without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, "Market Stand-Off") shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) '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 the Company's outstanding securities without receipt of consideration, Holder shall provideany new, within ten (10) days substituted or additional securities which are by reason of such requesttransaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such information as may Shares thereby become convertible, shall immediately be required by subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company or such representative may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in connection with this Subsection (c). This Subsection (c) shall not apply to Shares registered in the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Purchaser shall be subject to 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 Subsection (c) only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Purchaser or the underwriters managing such IPO, Holder a Transferee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Purchased Shares without the prior written consent of the Company or such underwriters, as its managing underwriter. Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the underwriter that are consistent with publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) 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 restrictions set forth in Rule 2711(f)(4) of the underwriters 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 the Company’s capital stock (or other securities) initial public offering. In the event of the Companydeclaration of a stock dividend, Holder shall providea spin-off, within ten (10) days of such requesta stock split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to a registration statement filed 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 Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (c). This Subsection (c) shall not apply to Shares registered in the public offering 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 Holder agreements.

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 the IPO and upon request Initial Public Offering concurrently with the execution of this Agreement. After the Initial Public Offering, to the extent requested in writing by the Company in connection with, or the underwriters managing underwriter, if any, of, any registration statement filed under the 1933 Act (other than an S-8 or X-0, X-00 or successor or applicable, equivalent forms) or in connection with any subsequent exchange offer or conversion relating to the securities registered under such IPOregistration statement, Holder shall each Employee agrees not to 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 sale, transfer or otherwise dispose of of, including any of sale pursuant to Rule 144 under the Company’s capital stock (or 1933 Act, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) without the prior written consent of Company or such underwriters, as the case may be, for such period of time (not to exceed 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 the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after the expiration of such 180-day period) from the effective date of such registration statement as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at Shares during the time of the IPO. Holder agrees to execute and deliver such other agreements as may be period reasonably requested by the Company or the underwriter managing underwriter, not to exceed 180 days (such period, the "Employee Lockup"); provided that are consistent with such agreement shall include the Holder’s obligations under this Article 1.7 or that are necessary to give further effect thereto. In addition, if requested by exceptions set forth in Section 2.7(a) of the Second Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") 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 representative of Company. This Section 2.3 shall only remain in effect for the underwriters one (1) year period immediately following the effective date of the Company’s capital stock ('s Initial Public Offering and shall thereafter terminate and cease to be in force or other securitieseffect and, in any event, no Employee Lockup shall extend beyond such one year period; provided, however, that this shall not affect the Employee's obligations under Section 2.7(a) of the Company, Holder shall provide, within ten Registration Rights Agreement if the Employee is a signatory under that Agreement. (10b) days of such request, such information as may be required by In the Company or such representative in connection with the completion event of any public offering of stock dividend, stock split, recapitalization, or other change affecting the Company’s 's outstanding Common Stock effected without receipt of consideration, then any new, substituted, or additional securities pursuant distributed with respect to a registration statement filed under the Securities Act. The underwriters of Shares shall be immediately subject to the Company’s stock are intended third party beneficiaries provisions of this Article 1.7 and shall have Section 2.3 to the right, power and authority to enforce same extent 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 Shares are at such Holder agreementstime covered by such provisions.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company’s Initial Public Offering, the Employee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Option Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Award Agreement without the prior written consent of Company or such underwriters, as the case may be, Company. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions following the date of the final prospectus for the offering as may be required by the underwriters Company; provided, however, that with respect to any particular underwritten public offering, such period shall not exceed 180 days. In the event of any adjustment of, changes in or additions to the Option Shares, any new, substituted or additional interests or securities which are by reason of such adjustment, change or addition distributed with respect to any Option Shares subject to the Market Stand-Off, or into which such Option Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to publish research reports while complying enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the then applicable rules Option Shares acquired under this Award Agreement until the end of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirtyapplicable stand-four (34) days after the expiration of such 180-day off period) from the effective date of such registration statement as may . The Company’s underwriters shall be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time beneficiaries of the IPOagreement set forth in this Section 9(b). Holder agrees This Section 9(b) shall not apply to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter Option Shares that are consistent with registered in 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 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 Holder agreements.

Market Stand-Off. In connection with the IPO and upon request of the Company Company’s initial public offering, each Investor or the underwriters managing such IPOa transferee thereof, Holder shall not 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Securities without the prior written consent of the Company or such underwriters, as its managing underwriter. Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing underwriter. In no event, however, shall such period exceed one hundred eighty (180) days plus such additional period as may reasonably be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the underwriter that are consistent with publication or other distribution of research reports, or (ii) analyst recommendations and opinions, including (without limitation) the Holder’s obligations under this Article 1.7 restrictions set forth in FINRA Rule 2711(f)(4) and Rule 472(f)(4) of the New York Stock Exchange, as amended, or that are necessary to give further effect theretoany similar successor rules. In additionthe event of the declaration of a stock dividend, if requested a spin off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’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. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 5.3. This Section 5.3 shall not apply to securities registered in the public offering under the Act or to any securities issued by the Company that are purchased by Investors on the open market. All certificates evidencing the Securities (and any securities issued in substitution thereof or in respect thereof) shall bear such restrictive legends as the representative of the underwriters of Company and the Company’s capital stock (counsel deem necessary 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 advisable under applicable law or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under this Agreement, including, without limitation, the Securities Act. The underwriters of the Company’s stock are intended third party beneficiaries of this Article 1.7 and shall have the rightfollowing: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, 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 CompanyAS AMENDED, and all holders of one percent (1%) or more of the outstanding capital stock of the Company (calculated on a fully diluted basis)FOR AN OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO THE MARKET STANDOFF PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL PURCHASER OF SUCH SECURITIES, shall have entered into agreements with the Company and/or underwriters substantially similar to such Holder agreementsA COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company's initial public offering, the Purchaser 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Purchased Shares without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, 'Market Stand-Off') shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) '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 the Company's outstanding securities without receipt of consideration, Holder shall provideany new, within ten (10) days substituted or additional securities which are by reason of such requesttransaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such information as may Shares thereby become convertible, shall immediately be required by subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company or such representative may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in connection with this Subsection (c). This Subsection (c) shall not apply to Shares registered in the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Purchaser shall be subject to 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 Subsection (c) only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with any underwritten public offering by the IPO and upon request 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 the underwriters managing such IPO, Holder shall not indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Parent Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of Company Parent or such underwriters, as its managing underwriter. Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company Parent or such managing underwriters and to execute an agreement reflecting the foregoing underwriter. 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 underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this 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 of the Company’s capital stock (publication or other securitiesdistribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the CompanyNational Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, Holder as amended, or any similar successor rules. The Market Stand-Off shall providein any event terminate two years after the date of Parent’s initial public offering. In the event of the declaration of a stock dividend, within ten (10) days 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 requesttransaction distributed with respect to any Parent Shares subject to the Market Stand-Off, or into which such information as 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 Parent Shares acquired under this Agreement until the end of the applicable stand-off period. Parent’s underwriters shall be required by beneficiaries of the Company or such representative agreement set forth in connection with this Section 7.3. This Section 7.3 shall not apply to Parent Shares registered in 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 Holder agreements.

Market Stand-Off. In connection with any underwritten public offering by IMC of its equity securities pursuant to an effective registration statement filed under the IPO and upon request Securities Act of 1933, as amended (the Company or the underwriters managing such IPO“Securities Act”), Holder including IMC’s initial public offering, Buyer 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, enter into purchase any hedging option or similar transaction with contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by HolderShares purchased pursuant to this Agreement, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) without the prior written consent of Company IMC or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company IMC or such managing underwriters and to execute an agreement reflecting underwriters. In no event, however, shall such period exceed one year. The Market Stand-Off shall in any event terminate two years after the foregoing as may be requested by date of IMC’s initial public offering. In the underwriters at the time event of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or the underwriter a similar transaction affecting IMC’s outstanding securities without receipt of consideration, any new, substituted or additional securities that are consistent by reason of such transaction distributed with respect to any Shares subject to the Holder’s obligations under this Article 1.7 Market Stand-Off, or that are necessary into which such Shares thereby become convertible, shall immediately be subject to give further effect theretothe Market Stand-Off. In additionorder to enforce the Market Stand-Off, if requested by IMC may impose stop-transfer instructions with respect Shares purchase pursuant to this Agreement until the Company or the representative end of the applicable stand-off period. IMC’s underwriters shall be beneficiaries of the Company’s capital stock (or other securities) of agreement set forth in this Section 4. This Section 4 shall not apply to Shares registered in 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 , and Buyer shall be subject to 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 Section 4 only if all the 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 IMC are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. (i) In connection with the IPO Corporation’s Initial Public Offering and upon request any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the 1933 Act that is declared effective within two years after the effective date of the Company Corporation’s Initial Public Offering, Owner shall, if requested by either the Corporation or the underwriters managing such IPOunderwriters, Holder enter into a lock-up agreement in a customary form and for a customary duration and with customary carve-outs for any dispositions to the Corporation for the purpose of satisfying any tax withholding liabilities in connection with the Awarded Shares, pursuant to which Owner shall not sell, make any short sale of, hedge with, loan, hypothecate, pledge, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a sale, or otherwise dispose of or transfer for value or otherwise agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Awarded Shares without the prior written consent of Company the Corporation or such underwritersits underwriter, as applicable (the case may be, “Market Stand-Off”). The Market Stand-Off shall be in effect for such customary period of time (not to exceed one hundred from 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 the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after the expiration of such 180-day period) from the effective date of such registration statement the final prospectus for the offering as may be requested by the Company Corporation or such managing underwriters and underwriters, provided that the Market Stand-Off for the Corporation’s Initial Public Offering shall not extend beyond the date immediately prior to execute an agreement reflecting the foregoing as date specified in Section 4(c)(i). (ii) Any new, substituted or additional securities that are by reason of any Recapitalization or Reorganization distributed with respect to Awarded Shares shall be immediately subject to the Market Stand-Off. (iii) In order to enforce the Market Stand-Off, the Corporation may be requested by impose stop-transfer instructions with respect to Awarded Shares until the underwriters at the time end of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretoapplicable stand-off period. In addition, if requested the foregoing covenant may be enforced by the Company or the representative of the 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 who are parties with the completion of any Corporation to an underwriting agreement under which such 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 Holder agreementsis being undertaken.

Market Stand-Off. (i) In connection with the IPO Corporation’s Initial Public Offering and upon request any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the 1933 Act that is declared effective within two years after the effective date of the Company Corporation’s Initial Public Offering, Owner shall, if requested by either the Corporation or the underwriters managing such IPOunderwriters, Holder enter into a lock-up agreement in a customary form, for a customary duration and with customary carve-outs for any dispositions to the Corporation for the purpose of satisfying any tax withholding liabilities in connection with the Awarded Shares, pursuant to which Owner shall not sell, make any short sale of, hedge with, loan, hypothecate, pledge, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a sale, or otherwise dispose of or transfer for value or otherwise agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Awarded Shares without the prior written consent of Company the Corporation or such underwritersits underwriter, as applicable (the case may be, “Market Stand-Off”). The Market Stand-Off shall be in effect for such customary period of time (not to exceed one hundred from 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 the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after the expiration of such 180-day period) from the effective date of such registration statement the final prospectus for the offering as may be requested by the Company Corporation or such managing underwriters and underwriters, provided that the Market Stand-Off for the Corporation’s Initial Public Offering shall not extend beyond the date immediately prior to execute an agreement reflecting the foregoing as date specified in Section 4(c)(i). (ii) Any new, substituted or additional securities that are by reason of any Recapitalization or Reorganization distributed with respect to Awarded Shares shall be immediately subject to the Market Stand-Off. (iii) In order to enforce the Market Stand-Off, the Corporation may be requested by impose stop-transfer instructions with respect to Awarded Shares until the underwriters at the time end of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretoapplicable stand-off period. In addition, if requested the foregoing covenant may be enforced by the Company or the representative of the 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 who are parties with the completion of any Corporation to an underwriting agreement under which such 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 Holder agreementsis being undertaken.

Market Stand-Off. (i) In connection with any underwritten public offering by the IPO and upon request Company of its equity securities, including the Company’s initial public offering, the Participant shall not, without the prior written consent of the Company or the its underwriters managing in such IPO, Holder shall not public offering: (A) 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 foregoing transactions with respect to, any Issued Shares; or (B) enter into any hedging swap or similar transaction with the same economic effect as a saleother arrangement that transfers to another, in whole or otherwise dispose of in part, any of the Company’s capital stock economic consequences of ownership of Issued Shares. Such restriction (or any securities convertible into the Company’s capital stock“Market Stand-Off”) held by Holder, however or whenever acquired (other than those included shall be in the registration or purchased subsequent to the IPO) without the prior written consent of Company or such underwriters, as the case may be, effect for such period of time (not to from and after the effective date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed one hundred and eighty (180) days, but subject to or such extension or extensions longer period as may be required requested by the underwriters in order Company or an underwriter to publish accommodate regulatory restrictions on (1) the publication or other distribution of research reports while complying with and (2) analyst recommendations and opinions, including, but not limited to, the then restrictions contained in the applicable rules of the Financial Industry Regulatory Authority, such extension Inc. and any applicable stock exchange, or extensions not any successor provisions or amendments thereto). The Market Stand-Off shall in no event be applicable to exceed thirty-four any underwritten public offering effected more than two (342) days years after the expiration of such 180-day period) from the effective date of such registration statement as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this 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 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 initial public offering. The managing underwriters in connection with the completion of any such 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 third-party beneficiaries of this Article 1.7 Section 8(a) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The foregoing 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 Holder in this Article 1.7 any Recapitalization or Reorganization distributed with respect to the Issued Shares shall apply only if all directors and officers be immediately subject to the Market Stand-Off, to the same extent such Issued Shares are at such time covered by such provisions. (iii) In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Issued Shares until the end 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 Holder agreementsapplicable stand-off period.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company’s initial public offering, the Purchaser 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Purchased Shares without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) initial public offering. In the event of the Companydeclaration of a stock dividend, Holder shall providea spin-off, within ten (10) days of such requesta stock split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to a registration statement filed 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 Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (c). This Subsection (c) shall not apply to Shares registered in the public offering 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 Holder agreements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company’s Initial Public Offering (as defined in this Section 15), the Participant 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Common Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed one hundred and eighty (180) days. In the event of the declaration of a stock dividend, but a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’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 Common Shares subject to the Market Stand-Off, or into which such Common Shares thereby become convertible, shall immediately be subject to such extension or extensions as may be required by the underwriters in Market Stand-Off. In order to publish research reports while complying enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the then applicable rules Common Shares acquired under this Agreement until the end of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirtyapplicable stand-four (34) days after the expiration of such 180-day off period) from the effective date of such registration statement as may . The Company and its underwriters shall be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time beneficiaries of the IPOagreement set forth in this Section 15. Holder agrees This Section 15 shall not apply to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this 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 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 Common Shares registered in connection with the completion of any a public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Participant shall be subject to 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 Section 15 only if all the directors and officers of the CompanyCompany are subject to similar arrangements. “Initial Public Offering” shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, and all holders of one percent (1%) American Stock Exchange, NASDAQ National Market or more similar public market system. Notwithstanding the foregoing, the restrictions of the outstanding capital stock Market Standoff provided herein shall be no greater than the restrictions imposed upon the Common Shares owned by XXXX or any Affiliate (as such term is defined in the Shareholders Agreement) of the Company (calculated on a fully diluted basis), shall have entered into agreements with the Company and/or underwriters substantially similar to such Holder agreementsXXXX.

Market Stand-Off. In connection with the IPO and upon request of any public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act of 1933, Holder including the Company’s first public offering, the Employee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any equity securities convertible into of the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Company without the prior written consent of the Company or such its underwriters, as if any. Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters, if any. In additionno event, if requested by however, shall such period exceed the Company or the representative of the underwriters of the Company’s capital stock (or other securities) of the Company, Holder shall provide, within ten (10) days of shortest such request, such information as may be period 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 stockholder holding five percent (15%) or more of the Company’s common stock on the date hereof. The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s first public offering following the date hereof. 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 Company’s outstanding capital stock securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any equity securities of the Company (calculated on a fully diluted basis)subject to the Market Stand-Off, or into which such equity securities of the Company thereby become convertible, shall have entered into agreements with immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company and/or underwriters substantially similar may impose stop-transfer instructions with respect to such Holder agreementsthe equity securities of the Company until the end of the applicable stand-off period. The Company’s underwriters, if any, shall be beneficiaries of the agreement set forth in this Subsection (c).

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Founder or the underwriters managing such IPO, Holder a Transferee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Acquired Shares without the prior written consent of the Company or such underwriters, as its managing underwriter. Such restriction (the case may be, “Market Stand-Off’) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the underwriter that are consistent with publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) 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 restrictions set forth in Rule 2711(f)(4) of the underwriters 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 the Company’s capital stock (or other securities) initial public offering. In the event of the Companydeclaration of a stock dividend, Holder shall providea spin-off, within ten (10) days of such requesta stock split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to a registration statement filed 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 Company may impose stop-transfer instructions with respect to the Acquired Shares until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (c). This Subsection (c) shall not apply to Shares registered in the public offering 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 Holder agreements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Participant or the underwriters managing such IPO, Holder a Transferee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Restricted Shares without the prior written consent of the Company or such underwriters, as its managing underwriter. Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the underwriter that are consistent with publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the Holder’s obligations under this Article 1.7 or that are necessary to give further effect thereto. In addition, if requested by restrictions set forth in the Company or the representative applicable Financial Industry Regulatory Authority (FINRA) rules and Rule 472(f)(4) of the underwriters 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 the Company’s capital stock (or other securities) initial public offering. In the event of the Companydeclaration of a stock dividend, Holder shall providea spin-off, within ten (10) days of such requesta stock split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to a registration statement filed 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 Company may impose stop-transfer instructions with respect to the Restricted Shares until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 6(c). This Section 6(c) shall not apply to Shares registered in the public offering 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 Holder agreements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company’s initial public offering, the Purchaser 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Purchased Shares without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) initial public offering. In the event of the Companydeclaration of a stock dividend, Holder shall providea spin-off, within ten (10) days of such requesta stock split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities that are by reason of such transaction distributed with respect to a registration statement filed 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 Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (c). This Subsection (c) shall not apply to Shares registered in the public offering under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Purchaser shall be subject to 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 Subsection (c) only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with any Underwritten Offering of Common Stock of the IPO Company, if requested by the Underwriters managing the offering, each Holder that (i) is an executive officer or director of the Company, (ii) is a beneficial owner of more than one percent (1%) of the outstanding shares of Common Stock of the Company, or (iii) requests to sell Registrable Securities in such Underwritten Offering, agrees to execute a customary lock-up agreement (in each case on substantially the same terms and upon request conditions as all such Holders, including customary waiver “MFN” provisions) in favor of the managing Underwriters to not, sell or dispose of any shares of Common Stock of the Company 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 sale, or otherwise dispose of any of the Company’s capital stock (or any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent such Underwritten Offering pursuant to the IPO) this Agreement), without the prior written consent of Company the managing Underwriters, during the period beginning on the date of execution of such lock-up agreement and ending on the 90th day following the date of the final Prospectus related to such Underwritten Offering (or such underwritersshorter time agreed to by the managing Underwriters with respect to the officers and directors of the Company and except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent) (the “Lock-Up Period”). If a Holder fails to execute such lock-up agreement, as the case may be, for then such period of time (Xxxxxx agrees not to exceed one hundred and eighty (180) daysnot, but subject to such extension sell or extensions as may be required by the underwriters in order to publish research reports while complying with the then applicable rules dispose of any shares of Common Stock of the Financial Industry Regulatory AuthorityCompany during the Lock-Up Period, such extension or extensions not to exceed thirtyprovided that the commencement of the Lock-four (34) days after Up Period shall be the expiration of such 180-day period) from date that the effective date of such registration statement as may be requested Holder is notified by the Company or of such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPOUnderwritten Offering. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested that any notification of an Underwritten Offering by the Company or the underwriter that are consistent with the Holder’s obligations under pursuant to this Article 1.7 or that are necessary to give further effect thereto. In addition, if requested by Agreement shall constitute “material non-public information” and the Company or 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 representative conclusion of the 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 Holder agreementsLock-Up Period.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company’s Initial Public Offering, the Optionee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed one hundred eighty (180) days. The Market Stand-Off shall in any event terminate two (2) years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) Initial Public Offering. In the event of the Companydeclaration of a stock dividend, Holder shall providea spin-off, within ten (10) days of such requesta stock split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to a registration statement filed 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 Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (c). This Subsection (c) shall not apply to Shares registered in the public offering under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Optionee shall be subject to 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 Subsection (c) only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with Agreement. Each Preferred Stockholder and Warrantholder, if requested by the IPO Company and upon request the managing underwriter of an underwritten public offering by the Company of Common Stock, shall not sell or otherwise transfer or dispose of any Registrable Shares or other securities of the Company (excluding securities acquired in the Initial Public Offering or in the public market after such offering) held by such Preferred Stockholder and Warrantholder for a period specified by the managing underwriter of an underwritten public offering by the Company, which period shall not exceed 180 days following the effective date of a Registration Statement of the Company filed under the Securities Act; provided that, (a) such agreement shall only apply to the Initial Public Offering of the Company, (b) such agreement shall not apply to any Registrable Securities included in the Initial Public Offering of the Company pursuant to the terms hereof and (c) all stockholders of the Company then holding at least 1% of the outstanding shares of Common Stock (on an as-converted basis) and all officers and directors of the Company enter into similar agreements. Any discretionary waiver or termination of the restrictions of such agreements (including this Agreement) by the Company or the underwriters managing such IPO, Holder underwriter 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 sale, or otherwise dispose of any of the Company’s capital stock (or any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent apply to the IPO) without the prior written consent of Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred and eighty (180) days, but all persons subject to such extension or extensions as may be required agreements on a pro rata basis, based upon the number of shares held by the underwriters in order to publish research reports while complying with the then applicable rules of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after the expiration of such 180-day period) from the effective date of such registration statement as may be requested by the Company or such managing underwriters persons. Each Preferred Stockholder and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder Warrantholder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or and/or the underwriter that managing underwriter(s) which are consistent with the Holder’s obligations under this Article 1.7 foregoing or that which are necessary to give further effect thereto. In additionorder to enforce the foregoing covenant, if requested by the Company or may impose stop-transfer instructions with respect to such Capital Stock subject to the representative of foregoing restriction until the underwriters of the Company’s capital stock (or other securities) of the Company, Holder shall provide, within ten (10) days end 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 Actlock-up period. The underwriters of any class of the Company’s 's capital stock are intended third party beneficiaries of this Article 1.7 Section 2.9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party parties 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 Holder agreements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, including the Company’s Initial Public Offering, the Holder 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Option Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed one hundred and eighty (180) days. In the event of the declaration of a stock dividend, but a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’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 such extension or extensions as may be required by the underwriters in Market Stand-Off. In order to publish research reports while complying enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the then applicable rules Shares acquired under this Option Agreement until the end of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirtyapplicable stand-four (34) days after the expiration of such 180-day off period) from the effective date of such registration statement as may . The Company and its underwriters shall be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time beneficiaries of the IPOagreement set forth in this Section 13. Holder agrees This Section 13 shall not apply to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this 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 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 Shares registered in connection with the completion of any a public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Optionee shall be subject to 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 Section 13 only if all the directors and officers of the CompanyCompany are subject to similar arrangements. “Initial Public Offering” shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, and all holders of one percent American Stock Exchange, NASDAQ National Market or similar public market system. Annual Stock Option Award Agreement (1%Substituted Option) 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 Holder agreements.Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan

Market Stand-Off. In connection with any underwritten public offering by DIGITAL of its equity securities pursuant to an effective registration statement filed under the IPO and upon request of the Company or the underwriters managing such IPOSecurities Act, Holder including DIGITAL's initial public offering, HEALTHAXIS 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Acquired Common Stock without the prior written consent of Company DIGITAL or such its underwriters, as . Such restriction (the case may be, "Market Stand-Off") shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company DIGITAL or such managing underwriters and to execute an agreement reflecting underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the foregoing as may be requested by date of DIGITAL's initial public offering. In the underwriters at the time event of the IPO. Holder agrees declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting DIGITAL's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to execute and deliver any Acquired Common Stock subject to the Market Stand-Off, or into which such other agreements as may Shares thereby become convertible, shall immediately be reasonably requested by subject to 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 theretoMarket Stand-Off. In additionorder to enforce the Market Stand-Off, if requested by DIGITAL may impose stop-transfer instructions with respect to the Company or Acquired Shares until the representative end of the applicable stand-off period. DIGITAL's underwriters shall be beneficiaries of the Company’s capital stock (or other securities) of agreement set forth in this subsection. This subsection shall not apply to Acquired Common Stock registered in 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 , and HEALTHAXIS shall be subject to 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 subsection only if all the 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 DIGITAL are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company's initial public offering, the Optionee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, "Market Stand-Off") shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) '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 the Company's outstanding securities without receipt of consideration, Holder shall provideany new, within ten (10) days substituted or additional securities which are by reason of such requesttransaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such information as may Shares thereby become convertible, shall immediately be required by subject to 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 ActMarket Stand-Off. 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 In order to enforce the provisions hereof as though they were a party heretoMarket Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The foregoing agreements Company's underwriters shall be beneficiaries of Holder the agreement set forth 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 Holder agreementsSection 9.

Market Stand-Off. In connection with any underwritten public offering by the IPO and upon request Corporation of its equity securities pursuant to an effective registration statement filed under the Company or Securities Act of 1933, including the underwriters managing such IPOInitial Public Offering, Holder the Optionee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option for or other contract of the purchase of, enter into purchase any hedging option or similar transaction with other contract of the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or any securities convertible into foregoing transactions with respect to, the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Optioned Shares without the prior written consent of Company the Corporation or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company Corporation or such managing underwriters and to execute an agreement reflecting underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the foregoing as may be requested by the underwriters at the time date of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the HolderCorporation’s obligations under this Article 1.7 or that are necessary to give further effect theretoinitial public offering. In addition, if requested by the Company or the representative event of the underwriters 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 the Optioned Shares until the end of the Companyapplicable stand-off period. The Corporation’s capital stock (or other securities) underwriters shall be beneficiaries of the Company, Holder agreement set forth in this Section 17. This section shall provide, within ten (10) days of such request, such information as may be required by not apply to Optioned Shares registered in 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 Holder agreements.

Market Stand-Off. In (a) The Grantee hereby agrees that in connection with any underwritten public offering by the IPO and upon request Corporation of its equity securities pursuant to an effective registration statement filed under the Company or Securities Act of 1933, as amended (the underwriters managing such “Securities Act”), including the Corporation’s IPO, Holder Grantee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into Option Shares delivered to Grantee upon the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in exercise of the registration or purchased subsequent to the IPO) Option without the prior written consent of Company the Corporation or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company Corporation or such managing underwriters and to execute an agreement reflecting underwriters, but in no event greater than 180 days (the foregoing as may be requested by “Market Stand-Off Period”). In the underwriters at the time event of the IPO. Holder agrees 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 execute and deliver any shares subject to the Market Stand-Off, or into which such other agreements as may shares thereby become convertible, shall immediately be reasonably requested by subject to 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 theretoMarket Stand-Off. In additionorder to enforce the Market Stand-Off, if requested by the Company Corporation may impose stop-transfer instructions with respect to any Option Shares delivered to Grantee upon the exercise or the representative vesting of the underwriters Option until the end of the Companyapplicable stand-off period. The Corporation’s capital stock (or other securities) underwriters shall be beneficiaries of this Section 11. This Section 11 shall not apply to shares registered in 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 , and the Company’s stock are intended third party beneficiaries of Grantee shall be subject to 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 Section 11 only if all the directors and officers of the CompanyCorporation are subject to similar arrangements. (b) In addition, if any managing underwriter or book runner of any such offering or registration (the “Underwriter”) requests, the Grantee will execute and deliver to the Underwriter such documents, agreements, and all holders of one percent (1%) or more instruments that the Underwriter shall reasonably require to enable the Underwriter to obtain the benefit of the outstanding capital stock of Market Stand-Off during the Company (calculated on a fully diluted basis), shall have entered into agreements Market Stand-Off Period. In connection with the Company and/or underwriters substantially similar 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 such Holder agreementsexecute and deliver all documents, agreements and instruments to be executed and delivered by the Grantee, and to take all actions to be taken by the Grantee in each case in connection with effecting any Market Stand-Off.

Market Stand-Off. In connection with any underwritten public offering by the IPO and upon request Seller of its equity securities pursuant to an effective registration statement filed under the Company or Securities Act, including any Seller secondary public offering, the underwriters managing such IPO, Holder Purchaser 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Purchased Shares without the prior written consent of Company the Seller or such its underwriters, as . Such restriction (the case may be, "Market Stand-Off") shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company Seller or such managing underwriters and to execute an agreement reflecting underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate one year after the foregoing as may be requested by the underwriters at the time date of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under conclusion of this Article 1.7 or that are necessary to give further effect theretotransaction. In addition, if requested by the Company or the representative event of the underwriters declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Seller'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 Seller may impose stop-transfer instructions with respect to the Purchased Shares until the end of the Company’s capital stock (or other securities) applicable stand-off period. The Seller's underwriters shall be beneficiaries of the Company, Holder agreement set forth in this Subsection (c). This Subsection (c) shall provide, within ten (10) days of such request, such information as may be required by not apply to Shares registered in 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 , and the Company’s stock are intended third party beneficiaries of Purchaser shall be subject to 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 Subsection (c) only if all the 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 Seller are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Purchaser or the underwriters managing such IPO, Holder a Transferee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Purchased Units without the prior written consent of the Company or such underwriters, as its managing underwriter. Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the underwriter that are consistent with publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) 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 restrictions set forth in Rule 2711(f)(4) of the underwriters 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 the Company’s capital stock (or other securities) initial public offering. In the event of the Companydeclaration of a distribution of Units, Holder shall providea spin-off, within ten (10) days of such requesta Unit split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to a registration statement filed any Units subject to the Market Stand-Off, or into which such Units thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand- Off, the Company may impose stop-transfer instructions with respect to the Purchased Units until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (c). This Subsection (c) shall not apply to Units registered in the public offering 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 Holder agreements.

Market Stand-Off. In connection with (a) The Optionee agrees that the IPO and upon request of the Company or the underwriters managing such IPO, Holder Optionee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into Shares acquired under this Option Agreement for a period specified by the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) without the prior written consent of Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred commencing on and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement first Qualified Public Offering as may be requested by the Company or its underwriters. In no event, however, shall the Market Stand-Off period exceed 180 days following the first Qualified Public Offering. In the event of the declaration of a share dividend, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities that are by reason of such managing 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 Company may impose stop-transfer instructions with respect to the Shares acquired under this Option Agreement until the end of the applicable Market Stand-Off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 6, and to execute an agreement reflecting the foregoing as may Optionee agrees that any transferee of any the Optionee shall be requested bound by the underwriters at provisions of this Section 6. This Section 6 shall not apply to Shares registered in the time first Qualified Public Offering. (b) For purposes of this Section 6, a “Qualified Public Offering” shall mean the closing of an underwritten public offering, pursuant to an effective registration statement under the Securities Act or pursuant to a valid qualification or filing under Applicable Laws of another jurisdiction, of the IPO. Holder agrees to execute and deliver such Shares or 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 equity securities of the Company’s capital stock (. Notwithstanding the foregoing, Qualified Public Offering shall not include a registration relating solely to employee benefit plans 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 Rule 145 transaction under the Securities Act. The underwriters Act or to similar registrations under Applicable Laws 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 Holder agreementsanother jurisdiction.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company's initial public offering, the Optionee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, "Market Stand-Off") shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) '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 the Company's outstanding securities without receipt of consideration, Holder shall provideany new, within ten (10) days substituted or additional securities which are by reason of such requesttransaction distributed with respect to any Shares subject to the Market Stand- Off, or into which such information as may Shares thereby become convertible, shall immediately be required by subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company or such representative may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in connection with this Subsection (b). This Subsection (b) shall not apply to Shares registered in the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Optionee shall be subject to 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 Subsection (b) only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with any underwritten public offering by the IPO and upon request Corporation of its equity securities pursuant to an effective registration statement filed under the Company or Securities Act of 1933, including the underwriters managing such IPOCorporation's initial public offering, Holder Optionee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Option Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of Company the Corporation or such its underwriters, as . Such restriction (the case may be, "Market Stand-Off") shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company Corporation or such managing underwriters and to execute an agreement reflecting underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the foregoing as may be requested by the underwriters at the time date of the IPOCorporation's initial public offering. Holder agrees 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 execute and deliver any Option Shares subject to the Market Stand-Off, or into which such other agreements as Option Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Corporation may be reasonably requested by impose stop-transfer instructions with respect to the Company or the underwriter that are consistent with the Holder’s obligations Option Shares acquired under this Article 1.7 or that are necessary to give further effect thereto. In addition, if requested by Agreement until the Company or the representative end of the applicable stand-off period. The Corporation's underwriters shall be beneficiaries of the Company’s capital stock (or other securities) of agreement set forth in this Paragraph 17. This Paragraph 17 shall not apply to Option Shares registered in 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 Act 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 Holder agreements1933.

Market Stand-Off. In connection with any underwritten public offering by the IPO and upon request Corporation of its equity securities pursuant to an effective registration statement filed under the Company Act, including the Corporation’s initial public offering, the Participant or any person to whom the underwriters managing such IPO, Holder Participant has directly or indirectly transferred any Award Shares under this Agreement (a “Transferee”) 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Award Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of Company the Corporation or such its underwriters, as . Such restriction (the case may be, “MarketStand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company Corporation or such managing underwriters and to execute an agreement reflecting underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the foregoing as may be requested by the underwriters at the time date of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the HolderCorporation’s obligations under this Article 1.7 or that are necessary to give further effect theretoinitial public offering. In addition, if requested by the Company or the representative event of the underwriters declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the CompanyCorporation’s capital stock (outstanding securities without receipt of consideration, any new, substituted or other securities) of the Company, Holder shall provide, within ten (10) days additional securities which are by reason of such requesttransaction distributed with respect to any Award Shares subject to the Market Stand-Off, or into which such information as may shares thereby become convertible, shall immediately be required by subject to 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 ActMarket Stand-Off. 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 In order to enforce the provisions hereof as though they were a party heretoMarket Stand-Off, the Corporation may impose stop-transfer instructions with respect to the Award Shares acquired under this Agreement until the end of the applicable stand-off period. The foregoing agreements Corporation’s underwriters shall be beneficiaries of Holder the agreement set forth in this Article 1.7 Section 9. This Section 9 shall not apply to Award Shares registered in the public offering under the Act, and the Participant or a Transferee shall be subject to this Section 9 only if all the 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 Corporation are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder shall not sellnot, 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 sale, or otherwise dispose of any of the Company’s capital stock (or any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) without the prior written consent of Company the Company’s managing underwriter, (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 (whether such shares or any such securities are then owned by Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of 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 underwritersother securities, as in cash or otherwise. Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by . In the underwriters in order to publish research reports while complying with the then applicable rules event of the Financial Industry Regulatory Authoritydeclaration of a stock dividend, such extension a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or extensions not to exceed thirty-four (34) days after the expiration of such 180-day period) from the effective date of such registration statement as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this 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 of a similar transaction affecting the Company’s capital stock (outstanding securities without receipt of consideration, any new, substituted or other securities) additional securities that 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 Company may impose stop-transfer instructions with respect to the Shares until the end of the applicable stand-off period. The Company, Holder ’s underwriters shall provide, within ten (10) days be beneficiaries of such request, such information as may be required by the Company or such representative agreement set forth in connection with the completion of any this Article 19. This Article 19 shall not apply to shares registered in a 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 Holder shall be subject to 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 19 only if all directors the directors, officers and officers of the Company, and all holders of one percent (1%) or more of the outstanding capital stock 10% shareholders of the Company (calculated on a fully diluted basis)are subject to arrangements which are no more favorable than those to which Holder will be subject, shall have entered into agreements with and in the Company and/or underwriters substantially similar event of such more favorable arrangements, Holder will agree to such Holder agreementsbe likewise bound by the terms thereof.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act or equivalent law in another jurisdiction, including the underwriters managing such IPOCompany’s Initial Public Offering, Holder the Grantee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option Option or other contract for the purchase of, enter into purchase any hedging Option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting underwriters. In no event, however, shall such period exceed 180 days. In the foregoing as may be requested by the underwriters at the time event of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization 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 of a similar transaction affecting the Company’s capital stock (outstanding securities without receipt of consideration, any new, substituted or other securities) 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 Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company, Holder ’s underwriters shall provide, within ten be beneficiaries of the agreement set forth in this Subsection (10b). This Subsection (b) days of such request, such information as may be required by shall not apply to Shares registered in 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 Act or equivalent law in another jurisdiction, and the Company’s stock are intended third party beneficiaries of Grantee shall be subject to 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 Subsection (b) only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such Securities Act, including the Company’s IPO, Holder the Grantee or a Transferee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such underwriters, as its managing underwriter. Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or such underwriter to accommodate regulatory restrictions. The Market Stand-Off shall in any event terminate two years after 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 date of the Company’s capital stock (or other securities) initial public offering. In the event of the Companydeclaration of a stock dividend, Holder shall providea spin-off, within ten (10) days of such requesta stock split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to a registration statement filed 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 Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (c). This Subsection (c) shall not apply to Shares registered in the public offering 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 Holder agreements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company’s Initial Public Offering (as defined in this Section 12), the Participant 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Common Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed one hundred and eighty (180) days. In the event of the declaration of a stock dividend, but a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’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 Common Shares subject to the Market Stand-Off, or into which such Common Shares thereby become convertible, shall immediately be subject to such extension or extensions as may be required by the underwriters in Market Stand-Off. In order to publish research reports while complying enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the then applicable rules Common Shares acquired under this Agreement until the end of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirtyapplicable stand-four (34) days after the expiration of such 180-day off period) from the effective date of such registration statement as may . The Company and its underwriters shall be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time beneficiaries of the IPOagreement set forth in this Section 12. Holder agrees This Section 12 shall not apply to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this 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 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 Common Shares registered in connection with the completion of any a public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Participant shall be subject to 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 Section 12 only if all the directors and officers of the CompanyCompany are subject to similar arrangements. “Initial Public Offering” shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, and all holders of one percent (1%) American Stock Exchange, NASDAQ National Market or more similar public market system. Notwithstanding the foregoing, the restrictions of the outstanding capital stock Market Standoff provided herein shall be no greater than the restrictions imposed upon the Common Shares owned by XXXX or any Affiliate (as such term is defined in the Shareholders Agreement) of the Company (calculated on a fully diluted basis), shall have entered into agreements with the Company and/or underwriters substantially similar to such Holder agreementsXXXX.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, no Purchaser shall directly or the underwriters managing such IPO, Holder shall not indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Purchased Shares without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, "Market Stand-Off') shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) '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 the Company's outstanding securities without receipt of consideration, Holder shall provideany new, within ten (10) days substituted or additional securities which are by reason of such requesttransaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such information as may Shares thereby become convertible, shall immediately be required by subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company or such representative may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in connection with this Subsection (c). This Subsection (c) shall not apply to Shares registered in the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Purchaser shall be subject to 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 Subsection (c) only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or the underwriters managing such IPO, Holder a Transferee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such underwriters, as its managing underwriter. Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the underwriter that are consistent with publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) 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 restrictions set forth in Rule 2711(f)(4) of the underwriters 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 the Company’s capital stock (or other securities) initial public offering. In the event of the Companydeclaration of a stock dividend, Holder shall providea spin-off, within ten (10) days of such requesta stock split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to a registration statement filed 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 Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (b). This Subsection (b) shall not apply to Shares registered in the public offering 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 Holder agreements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act or equivalent law in another jurisdiction, including the underwriters managing such IPOCompany’s initial public offering of its shares, Holder the Participant shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option Option or other contract for the purchase of, enter into purchase any hedging Option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Award Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Award Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting underwriters. In the foregoing as may be requested by the underwriters at the time event of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization 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 of a similar transaction affecting the Company’s capital stock (or other securities) outstanding securities without receipt of consideration, in accordance with the provisions of the CompanyPlan, Holder shall provideany new, within ten (10) days substituted or additional securities which are by reason of such requesttransaction distributed with respect to any Award Shares subject to the Market Stand-Off, or into which such information as may Award Shares thereby become convertible, shall immediately be required by subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company or such representative may impose stop-transfer instructions with respect to the Award Shares acquired under this Award Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in connection with this Section 8.2. This Section 8.2 shall not apply to Award Shares registered in 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 Act or equivalent law 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 Holder agreementsanother jurisdiction.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Recipient or the underwriters managing such IPO, Holder a Transferee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) initial public offering. In the event of the Companydeclaration of a stock dividend, Holder shall providea spin-off, within ten (10) days of such requesta stock split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to a registration statement filed 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 Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 6. This Section 6 shall not apply to Shares registered in the public offering under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Recipient or a Transferee shall be subject to 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 Section 6 only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with any underwritten public offering by the IPO and upon request Corporation of its equity securities pursuant to an effective registration statement filed under the Company or Securities Act, including the underwriters managing such IPOCorporation's initial public offering, Holder the Purchaser 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Purchased Shares without the prior written consent of Company the Corporation or such its underwriters, as . Such restrictions (the case may be, "Market Stand-Off") shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after the expiration of such 180-day period) from the effective date of such registration statement final prospectus for the offering as may be requested by the Company Corporation or such managing underwriters and to execute an agreement reflecting underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the foregoing as may be requested by the underwriters at the time date of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretoCorporation's initial public offering. In addition, if requested by the Company or the representative event of the underwriters 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 the Purchased Shares until the end of the Company’s capital stock (or other securities) applicable stand-off period. The Corporation's underwriters shall be beneficiaries of the Company, Holder agreement set forth in this Subsection (c). This Subsection (c) shall provide, within ten (10) days of such request, such information as may be required by not apply to Shares registered in 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 , and the Company’s stock are intended third party beneficiaries of Purchaser shall be subject to 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 Subsection (c) only if all the 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 Corporation are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with any underwritten public offering by the IPO and upon request Corporation of its equity securities pursuant to an effective registration statement filed under the Company Act, including the Corporation’s initial public offering, the Participant or any person to whom the underwriters managing such IPO, Holder Participant has directly or indirectly transferred any Award Shares under this Agreement (a “Transferee”) 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Award Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of Company the Corporation or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company Corporation or such managing underwriters and to execute an agreement reflecting underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the foregoing as may be requested by the underwriters at the time date of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the HolderCorporation’s obligations under this Article 1.7 or that are necessary to give further effect theretoinitial public offering. In addition, if requested by the Company or the representative event of the underwriters declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the CompanyCorporation’s capital stock (outstanding securities without receipt of consideration, any new, substituted or other securities) of the Company, Holder shall provide, within ten (10) days additional securities which are by reason of such requesttransaction distributed with respect to any Award Shares subject to the Market Stand-Off, or into which such information as may shares thereby become convertible, shall immediately be required by subject to 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 ActMarket Stand-Off. 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 In order to enforce the provisions hereof as though they were a party heretoMarket Stand-Off, the Corporation may impose stop-transfer instructions with respect to the Award Shares acquired under this Agreement until the end of the applicable stand-off period. The foregoing agreements Corporation’s underwriters shall be beneficiaries of Holder the agreement set forth in this Article 1.7 Section 9. This Section 9 shall not apply to Award Shares registered in the public offering under the Act, and the Participant or a Transferee shall be subject to this Section 9 only if all the 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 Corporation are subject to similar to such Holder agreements.arrangements

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company’s Initial Public Offering, the optionee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Units acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed one hundred eighty (180) days. The Market Stand-Off shall in any event terminate two (2) years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) Initial Public Offering. In the event of the Companydeclaration of a stock dividend, Holder shall providea spin-off, within ten (10) days of such requesta stock split, such information as may be required by the Company an adjustment in conversion ratio, a recapitalization or such representative in connection with the completion of any public offering of a similar transaction affecting the Company’s outstanding securities pursuant without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to a registration statement filed any Units subject to the Market Stand-Off, or into which such Units thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Units acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (d). This Subsection (d) shall not apply to Units registered in the public offering under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of optionee shall be subject to 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 Subsection (d) only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder the Optionee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Option Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Option Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting underwriters. In no event, however, shall such period exceed 180 days. In the foregoing as may be requested by the underwriters at the time event of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company declaration of a stock dividend, a spin‑off, a stock split, an adjustment in conversion ratio, a recapitalization 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 of a similar transaction affecting the Company’s capital stock (outstanding securities without receipt of consideration, any new, substituted or other securities) additional securities which are by reason of such transaction distributed with respect to any Option Shares subject to the Market Stand-Off, or into which such Option Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Option Shares acquired under this Option Agreement until the end of the applicable stand-off period. The Company, Holder ’s underwriters shall provide, within ten be beneficiaries of the Option Agreement set forth in this Subsection (10b). This Subsection (b) days of such request, such information as may be required by shall not apply to Option Shares registered in 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 , and the Company’s stock are intended third party beneficiaries of Optionee shall be subject to 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 Subsection (b) only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with any underwritten public offering by UG of its equity securities pursuant to an effective registration statement filed under the IPO and upon request of the Company Securities Act, Xxxxxx agrees that he shall not, directly or the underwriters managing such IPOindirectly, Holder shall not sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Securities acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of Company UG or such underwriters, as its managing underwriter. Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company UG or such managing underwriters and to execute an agreement reflecting the foregoing underwriter. 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 underwriters at publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the time 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 IPO. Holder agrees 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 execute and deliver any Securities subject to the Market Stand-Off, or into which such other agreements as may Securities thereby become convertible, shall immediately be reasonably requested by subject to 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 theretoMarket Stand-Off. In addition, if requested by the Company or the representative of the 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 order to enforce the provisions hereof as though they were a party heretoMarket Stand-Off, UG may impose stop-transfer instructions with respect to the Securities acquired under this Agreement until the end of the applicable stand-off period. The foregoing agreements UG’s underwriters shall be beneficiaries of Holder the agreement set forth 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 Holder agreementsSection 7.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company's initial public offering, the Optionee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, "Market Stand-Off") shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) '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 the Company's outstanding securities without receipt of consideration, Holder shall provideany new, within ten (10) days substituted or additional securities which are by reason of such requesttransaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such information as may Shares thereby become convertible, shall immediately be required by subject to the Market Stand- Off. In order to enforce the Market Stand-Off, the Company or such representative may impose stop- transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in connection with this Subsection (b). This Subsection (b) shall not apply to Shares registered in the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Optionee shall be subject to 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 Subsection (b) only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company's initial public offering, the Purchaser 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer for value (including entering into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of the Company's securities, whether any such transaction described above is to be settled by delivery of Stock or other securities, in cash or otherwise) or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Purchased Shares without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, "Market Stand-Off") shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) '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 the Company's outstanding securities without receipt of consideration, Holder shall provideany new, within ten (10) days substituted or additional securities which are by reason of such requesttransaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such information as may Shares thereby become convertible, shall immediately be required by subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company or such representative may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in connection with this Subsection (c). This Subsection (c) shall not apply to Shares registered in 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), Purchaser shall have entered into agreements with the Company and/or underwriters substantially similar to such Holder agreements.be subject to

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company’s initial public offering, the Optionee 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off’) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (initial public offering Any securities issued as a dividend or other securities) of distribution with respect to, or in exchange for or in replacement of, any Shares subject to the CompanyMarket Stand-Off (including, Holder shall providewithout limitation, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with a dividend, other distribution, recapitalization, merger or consolidation) shall immediately be subject to this subsection (b) to the completion same extent as such Shares. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of any the applicable stand-off period. This Subsection (b) shall not apply to Shares registered in the public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Optionee shall be subject to 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 Subsection (b) only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act of 1933, Holder as amended, including the Company's initial public offering, the Stockholder 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Common Shares without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, "Market Stand-Off") shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect theretounderwriters. In additionno event, if requested by however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the Company or the representative of the underwriters date of the Company’s capital stock (or other securities) '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 the Company's outstanding securities without receipt of consideration, Holder shall provideany new, within ten (10) days substituted or additional securities which are by reason of such requesttransaction distributed with respect to any Common Shares subject to the Market Stand-Off, or into which such information as may Common Shares thereby become convertible, shall immediately be required by subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company or such representative may impose stop-transfer instructions with respect to the Common Shares until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in connection with this Subsection B.3. This Subsection B.3 shall not apply to Common Shares registered in the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters Act of 1933, as amended, and the Company’s stock are intended third party beneficiaries of Stockholder shall be subject to 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 Subsection B.3 only if all the 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 are subject to similar to such Holder agreementsarrangements.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act of 1933, as amended, including the Company’s initial public offering, Option Holder 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the IPO) Option Shares without the prior written consent of the Company or such underwriters, as its managing underwriter. Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by following the underwriters in order to publish research reports while complying with the then applicable rules date of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (34) days after final prospectus for the expiration of such 180-day period) from the effective date of such registration statement offering as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing underwriter. In no event, however, shall such period exceed one hundred eighty (180) days plus such additional period as may reasonably be requested by Company or such underwriter to accommodate regulatory restrictions on (i) the underwriters at publication or other distribution of research reports or (ii) analyst recommendations and opinions. The Market Stand-Off shall in any event terminate two years after the time date of Company’s initial public offering. For consideration received and acknowledged, Option Holder, in its capacity as a securityholder of Company, hereby appoints the IPO. Holder agrees Company’s Chief Executive Officer to act as its true and lawful attorney with full power and authority on its behalf to execute and deliver such all documents and instruments and take all 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 actions necessary to give further effect thereto. In addition, if requested by the Company or the representative of the 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 matters covered by this Section and any lock-up agreement required to be executed pursuant to an underwriting agreement in connection with any initial public offering of the Company’s securities pursuant to a registration statement filed under . Such appointment shall be for 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 Holder agreementslimited purposes set forth above.

Market Stand-Off. In connection with the IPO and upon request of any underwritten public offering by the Company or of its equity securities pursuant to an effective registration statement filed under the underwriters managing such IPOSecurities Act, Holder including the Company’s Initial Public Offering (as defined in this Section 17), the Participant 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, enter into purchase any hedging option or similar transaction with other contract for the same economic effect as a salesale of, or otherwise dispose of or transfer, or agree to engage in any of the Company’s capital stock (or foregoing transactions with respect to, any securities convertible into the Company’s capital stock) held by Holder, however or whenever Common Shares acquired (other than those included in the registration or purchased subsequent to the IPO) under this Agreement without the prior written consent of the Company or such its underwriters, as . Such restriction (the case may be, “Market Stand-Off”) shall be in effect for such period of time (not to following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed one hundred and eighty (180) days. In the event of the declaration of a stock dividend, but a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’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 Common Shares subject to the Market Stand-Off, or into which such Common Shares thereby become convertible, shall immediately be subject to such extension or extensions as may be required by the underwriters in Market Stand-Off. In order to publish research reports while complying enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the then applicable rules Common Shares acquired under this Agreement until the end of the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirtyapplicable stand-four (34) days after the expiration of such 180-day off period) from the effective date of such registration statement as may . The Company and its underwriters shall be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time beneficiaries of the IPOagreement set forth in this Section 17. Holder agrees This Section 17 shall not apply to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this 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 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 Common Shares registered in connection with the completion of any a public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters of , and the Company’s stock are intended third party beneficiaries of Participant shall be subject to 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 Section 17 only if all the directors and officers of the CompanyCompany are subject to similar arrangements. “Initial Public Offering” shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, and all holders of one percent (1%) American Stock Exchange, NASDAQ National Market or more similar public market system. Notwithstanding the foregoing, the restrictions of the outstanding capital stock Market Standoff provided herein shall be no greater than the restrictions imposed upon the Common Shares owned by XXXX or any Affiliate (as such term is defined in the Shareholders Agreement) of the Company (calculated on a fully diluted basis), shall have entered into agreements with the Company and/or underwriters substantially similar to such Holder agreementsXXXX.