Common use of Market Stand-Off Clause in Contracts

Market Stand-Off. Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9.

Market Stand-Off. Holder hereby agrees that it will notIn the event of an IPO, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company shall not be required to effect a registration (including a resale of shares of its Common Stock in connection with the IPO Registrable Securities from an effective Shelf Registration Statement) or an underwritten offering pursuant to a registration statement on Form S-1Section 4.5(b) and Treasury agrees, and ending on the date specified if requested by the Company and the managing underwriter (or underwriters in such period IPO, not to exceed one hundred eighty (180) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; offer for sale, sell, 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 otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Registrable Securities (including Registrable Securities that may be deemed to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then be beneficially owned by the Holder or are thereafter acquired) or undersigned in accordance with the rules and regulations of the SEC); (ii) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of such securitiesRegistrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securitiesRegistrable Securities, in cash, cash or otherwise; (iii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Registrable Securities; or (iv) publicly disclose the intention to do any of the foregoing, in each case (to the extent timely notified in writing by the Company or the managing underwriter or underwriters), during the period beginning seven days before and ending 90 days after the date of the underwriting agreement entered into in connection with such IPO. If requested by the managing underwriter or underwriters of any such IPO, Treasury shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to Registrable Securities subject to the foregoing restriction until the end of the period referenced above. The foregoing provisions of this Section 9 shall apply only to an IPO, 4.5(r) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors directors, and stockholders shareholders beneficially owning more than one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9restrictions.

Market Stand-Off. Holder Subscriber hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1common stock or any other equity security, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days or such other in the case of the Company’s first underwritten offering of its common stock under the Securities Act (“IPO”), which period as may be requested extended upon the request of the managing underwriter, to the extent required by FINRA rules, for an additional period of up to eighteen (18) days if the Company issues or proposes to issue an underwriter to accommodate regulatory restrictions on (1) the publication earnings or other distribution public release within eighteen (18) days after the expiration of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto180-day lockup period), (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Class B Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Class B Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Holder or are thereafter acquired) offering; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Class B Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, 6 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Subscriber or the immediate family of the Subscriber, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value; and (y) be applicable to the Holder Subscriber only if all officers, officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning one more than five percent (15%) of more of the Company’s outstanding Common Stock common stock (after giving effect to conversion into Common Stock common stock of all the Company’s outstanding Preferred Stock) are also subject to the same restrictions preferred stock and remain subject to such restrictions other securities or rights convertible into, or exercisable or exchangeable for the entirety of such market stand-off period(in each case, directly or indirectly), common stock, including options and warrants). The underwriters underwriters, in connection with such registration registration, are intended third third-party beneficiaries of this Section 9 6 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Subscriber further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 96 or that are necessary to give further effect thereto.

Market Stand-Off. Holder The Investor hereby agrees that it will not, without the prior written consent of the managing underwriterunderwriter (in connection with an Initial Public Offering), the Company (in connection with a Direct Listing) or the SPAC (in connection with a SPAC Transaction) (as such terms are defined in the Warrant), during the period commencing on the date of (a) the final prospectus relating to effectiveness of the initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1for the Initial Public Offering or Direct Listing or (b) the closing of the SPAC Transaction, and ending on the date specified by the Company and or the managing underwriter (for the Initial Public Offering), the Company (for a Direct Listing) or the Company and the SPAC (for a SPAC Transaction) (such period not to exceed one hundred eighty (180) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto180 days), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock (or other equity securities of the Company) or any securities convertible into or exercisable or exchangeable (directly or indirectly) for such Common Stock or other equity securities (or, in the case of a SPAC Transaction, any shares of the common stock or other share capital of the SPAC or any securities convertible into or exercisable or exchangeable, directly or indirectly, for such common stock or other share capital), whether such shares or any such securities are then owned by the Holder Investor or are thereafter acquired) , or (ii) enter into engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other arrangement derivative transaction or instrument, however described or defined) that transfers is designed to, or that reasonably could be expected to, lead to anotheror result in a sale or disposition (whether by the Investor or someone other than the Investor), or a transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any of the economic consequences of ownership shares of such securities, whether or not any such transaction described in clause or arrangement (ior instrument provided for thereunder) or (ii) above is to would be settled by delivery of Common Stock Stock, the common stock or share capital of the SPAC or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, 13 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreementagreement in the Initial Public Offering or to the sale of any shares to the SPAC in a SPAC Transaction, or to the transfer of any shares to any trust for the direct or indirect benefit of the Investor or the immediate family of the Investor, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall be applicable to the Holder only if all officers, directors and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions not involve a disposition for the entirety of such market stand-off periodvalue. The underwriters in connection with such registration the Initial Public Offering, and the SPAC in a SPAC Transaction, are intended third third-party beneficiaries of this Section 9 13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx The Investor further agrees to execute such agreements as may be reasonably requested by the Company or the underwriters (in connection with such registration the Initial Public Offering), the Company (in connection with a Direct Listing) and the Company or the SPAC (in connection with a SPAC Transaction) that are consistent with this Section 913 or that are necessary to give further effect thereto. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may notate each such certificate, instrument or book entry with a legend as substantially set forth in Section 4(d) of the Warrant with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period.

Market Stand-Off. Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with or any other equity securities under the IPO pursuant to Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the Company’s first underwritten public offering of Common Stock under the Securities Act, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4)2241, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holder Holders only if all officers, officers and directors and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodrestrictions. The underwriters in connection with such registration are intended third third-party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 99 or that are necessary to give further effect thereto.

Market Stand-Off. Holder hereby Agreement. Each holder of Shares agrees that it will not, without the prior written consent of the managing underwriter, not during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the Company’s IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days from the date of such final prospectus, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), ) (i) lend; , offer; , pledge; , hypothecate, hedge, sell; , make any short sale of, loan, contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares Equity Securities of Common Stock or any securities convertible into or exercisable or exchangeable the Company owned at the time of the IPO (directly or indirectly) for Common Stock (whether other than those included in such shares or any such securities are then owned by the Holder or are thereafter acquired) offering), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesEquity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Equity Securities of the Company or such other securities, in cash, cash or otherwise. The ; provided, that (x) the foregoing provisions of this Section 9 shall apply only to an IPO, 12.13 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the any Holder only if unless all officersdirectors, directors officers and stockholders owning all other holders of at least one percent (1%) of more the outstanding share capital of the Company’s outstanding Common Stock Company (after giving effect calculated on an as-converted to conversion into Common Stock of all outstanding Preferred StockClass A Ordinary Share basis) are also must be bound by restrictions at least as restrictive as those applicable to any such Holder pursuant to this Section 12.13, (y) this Section 12.13 shall not apply to a Holder to the extent that any other Person subject to substantially similar restrictions is released in whole or in part, and (z) the lockup agreements shall permit a Holder to transfer their Equity Securities to their respective Affiliates so long as the transferees enter into the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodlockup agreement. The underwriters in connection with such registration the Company’s IPO are intended third party beneficiaries of this Section 9 12.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees In order to execute enforce the foregoing covenant, the Company may place restrictive legends on the certificates and impose stop-transfer instructions with respect to the Equity Securities of each shareholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9period.

Market Stand-Off. Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with or any other equity securities under the IPO pursuant to Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) 180 days or such other period as may be requested by in the Company or an underwriter to accommodate regulatory restrictions on (1) case of the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments theretoIPO), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Holder or are thereafter acquired) offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 2.11 shall apply only to an the IPO, shall not apply to (x) the sale of any shares to an underwriter pursuant to an underwriting agreement, (y) if the Holder is not an officer or director of the Company, the sale of any shares acquired in the IPO or in the open market following the IPO, subject to the requirement that such sale is not reported (whether voluntary or required) or required to be reported in any public report, filing or announcement (other than a filing required to be made on a Form 5 after expiration of the lockup period and other than a filing under Section 13 of the Exchange Act), or (z) the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the Immediate Family Member of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holder Holders only if all officers, officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning one percent (more than 1%) of more % of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period). The underwriters in connection with such registration are intended third third-party beneficiaries of this Section 9 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 92.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.

Market Stand-Off. Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating In addition to the initial registration by the Company of shares of its Common Stock restrictions set forth in Section 6.1 above, each Holder agrees, in connection with the IPO registration pursuant to a registration statement on Form S-1Section 2 of this Agreement of any of such Holder’s Registrable Securities in an underwritten public offering, and ending on upon request of the date specified by Issuer or the Company and underwriters managing such underwritten offering of the managing underwriter (such period Issuer’s securities, not to exceed one hundred eighty (180) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) 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, right or warrant to purchase; purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether excluding the Registrable Securities covered by such shares or any such securities are then owned by the Holder or are thereafter acquiredRegistration Statement) or (iib) 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 (excluding the Registrable Securities covered by such securitiesRegistration Statement), whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The , without the prior written consent of the Issuer or such underwriters, as the case may be, for such period of time (not to exceed 90 days) from the effective date of the Registration Statement relating to such underwritten public offering as the Issuer or the underwriters may specify; provided, however, that the foregoing provisions of this Section 9 lock-up provision shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the such Holder only if all officers, executive officers and directors and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion Issuer enter into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodsimilar agreements. The underwriters in connection with such registration any underwritten offering are intended third party beneficiaries of this Section 9 6.2 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees The Holders agree that the Issuer may instruct its transfer agent to execute such agreements as may be reasonably requested by place stop-transfer notations in its records to enforce the underwriters in connection with such registration that are consistent with provisions of this Section 96.2 until the end of such period.

Market Stand-Off. Agreement. Each Holder hereby agrees that it or he will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on days) (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) ), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Common Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 9 2.12 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only Holders if all officers, directors and stockholders owning greater than one percent (1%) of more stockholders of the Company’s outstanding Company enter into similar agreements. For purposes of clarification and avoidance of doubt, this Section 2.12 and any lock-up agreement executed by (i) BBI or (ii) X. Xxxx Price Associates, Inc. for and on behalf of any Holder managed by X. Xxxx Price Associates, Inc. (a “X. Xxxx Price Managed Holder”) shall not apply to shares of Common Stock (purchased by BBI or a X. Xxxx Price Managed Holder or any other account managed by X. Xxxx Price in the Initial Offering or on the open market after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodInitial Offering. The underwriters in connection with such registration the Company’s Initial Public Offering are intended third party beneficiaries of this Section 9 2.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration the Company’s Initial Public Offering that are consistent with this Section 92.12 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Registrable Securities of each Preferred Holder and ARIAD Holder and Common Stock of each Common Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

Market Stand-Off. Holder hereby agrees Agreement. Each holder of Registrable Securities agrees, if so required by the managing underwriter(s), that it will not, without the prior written consent of the managing underwriter, not during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the Company’s IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days or from the date of such other period final prospectus, as may be requested extended in line with customary market practice, by the Company or an underwriter up to a maximum of 32 days, to accommodate regulatory restrictions on (1i) the publication or other distribution of research reports, reports and (2ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; , offer; , pledge; , hypothecate, hedge, sell; , make any short sale of, loan, contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares Equity Securities of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then the Company owned by such holder immediately prior to the Holder or are thereafter acquired) date of the final prospectus relating to the IPO (other than those included in such offering), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesEquity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Equity Securities of the Company or such other securities, in cash, cash or otherwise. The foregoing ; provided, that (a) the forgoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares securities of the Company to an underwriter pursuant to an any underwriting agreement, and shall not be applicable to the any Holder only if unless all officersdirectors, directors officers and stockholders owning all other holders of at least one percent (1%) of more the then outstanding share capital of the Company (calculated on an as-converted basis) must be bound by restrictions at least as restrictive as those applicable to any such Holder pursuant to this Section, (y) if the Company or any underwriter releases any officer, director or holder of the Company’s outstanding Common Stock (after giving effect share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to conversion into Common Stock of all outstanding Preferred Stock) are also subject such release and shall itself be simultaneously released to the same restrictions proportional extent, and remain subject (z) the lockup agreements shall permit a Holder to such restrictions for transfer their Registrable Securities to their respective Affiliates so long as the entirety of such market stand-off periodtransferees enter into the same lockup agreement. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees Investors agree to execute such agreements as may be reasonably requested by and deliver to the underwriters in connection with such registration that are consistent with this Section 9a lock-up agreement containing substantially similar terms and conditions as those contained herein.

Market Stand-Off. Holder hereby agrees Agreement. Each holder of Registrable Securities agrees, if so required by the managing underwriter(s), that it will not, without the prior written consent of the managing underwriter, not during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the Company’s IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days or from the date of such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments theretofinal prospectus), (i) lend; , offer; , pledge; , hypothecate, hedge, sell; , make any short sale of, loan, contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares Equity Securities of Common Stock or any securities convertible into or exercisable or exchangeable the Company owned immediately prior to the date of the final prospectus relating to the IPO (directly or indirectly) for Common Stock (whether other than those included in such shares or any such securities are then owned by the Holder or are thereafter acquired) offering), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesEquity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Equity Securities of the Company or such other securities, in cash, cash or otherwise. The foregoing ; provided, that (a) the forgoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares securities of the Company to an underwriter pursuant to an any underwriting agreement, and shall not be applicable to the any Holder only if unless all officersdirectors, directors officers and stockholders owning all other holders of at least one percent (1%) of more the outstanding share capital of the Company’s outstanding Common Stock Company (after giving effect calculated on an as-converted to conversion Ordinary Share basis) must be bound by restrictions at least as restrictive as those applicable to any such Holder pursuant to this Section, (y) this Section shall not apply to a Holder to the extent that any other Person subject to substantially similar restrictions is released in whole or in part, and (z) the lockup agreements shall permit a Holder to transfer their Registrable Securities to their respective Affiliates so long as the transferees enter into Common Stock the same lockup agreement. The Investors agree to execute and deliver to the underwriters a lock-up agreement containing substantially similar terms and conditions as those contained herein. In order to enforce the foregoing covenant, the Company may place restrictive legends on the certificates and impose stop-transfer instructions with respect to the Registrable Securities of all outstanding Preferred Stock) are also each shareholder (and the shares or securities of every other Person subject to the same restrictions and remain subject to such restrictions for foregoing restriction) until the entirety end of such market stand-off period. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9.

Market Stand-Off. Agreement. The Company and each Holder hereby agrees that it will not, without the prior written consent of the managing underwriterunderwriter(s), during the period commencing on the date of the final prospectus relating to the Company’s initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on days) (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) 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, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock Equity Securities (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Equity Securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock Equity Securities or other securities, in cash, cash or otherwise. The foregoing provisions ; provided that (x) all directors, officers and holders of Equity Securities must be bound by restrictions substantially identical to those applicable to any Holder pursuant to this Section 7.4, and (y) all Holders will be released from any restrictions set forth in this Section 7.4 to the extent that any other shareholders subject to substantially similar restrictions are released; provided, further, that, regardless of this Section 9 7.4, a Holder shall apply only be permitted to an IPOmake private transfers to its Affiliates that agree to substantially the same restrictions set forth in this Section 7.4. In order to enforce the foregoing covenant, shall not apply the Company may place restrictive legends on the certificates and impose stop-transfer instructions with respect to the sale Registrable Securities of any each shareholder (and the shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors and stockholders owning one percent (1%) or securities of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also every other person subject to the foregoing restriction) until the end of such period. In addition, the Company shall not issue any Equity Securities to any Person unless such Person has agreed in writing to be bound by the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period. The underwriters set forth in connection with such registration are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 97.4.

Market Stand-Off. Holder De Lx Xxxxx hereby agrees that it he will not, without the prior written consent of the managing underwriterunderwriter (which, for purposes of this provision, shall include placement agents and parties performing a similar function), during the period commencing on the date of the final prospectus relating to the initial registration closing of any sale by the Company CipherLoc of shares any of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, securities and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days days), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), ) (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder De Lx Xxxxx or are thereafter acquired) acquired or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period. The underwriters in connection with such registration are intended third third-party beneficiaries of this Section 9 provision and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx De Lx Xxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9provision or that are necessary to give further effect thereto.

Market Stand-Off. Agreement. Each Holder hereby agrees --------------------------- that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, Company's Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on days) (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) 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, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) ), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Common Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 9 1.13 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only Holders if all officers, directors and stockholders owning greater than one percent (1%) shareholders of more the Company enter into similar agreements. With respect to the Amerindo Holders (as defined below), this Section 1.13 shall not apply to any shares of the Company’s outstanding 's Common Stock (after giving effect to conversion into acquired by such a holder in the Initial Offering or any shares of the Company's Common Stock of all outstanding Preferred Stock) acquired by such a holder after the Initial Offering provided that such shares are also not otherwise subject to a lock-up agreement with the same restrictions and remain subject Company or the managing underwriter; provided, however, that each Amerindo Holder hereby agrees to be bound by any resale restriction on shares of the Company's Common Stock acquired by such restrictions for holder in the entirety of such market stand-off periodInitial Offering that is required by the NASD. The underwriters in connection with such registration the Company's initial public offering are intended third party beneficiaries of this Section 9 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees In order to execute enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9period.

Market Stand-Off. Holder hereby agrees that it will not, without (a) In the prior written consent event of a Company Public Sale of the Company’s equity securities in an Underwritten Offering, each of the Shareholders agrees, if requested by the managing underwriterunderwriter or underwriters in such Underwritten Offering (and, with respect to a Company Public Sale other than the IPO, if and only if both Sponsors agree to such request), not to (a) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Shares (including Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Shares, (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Shares, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Shares or other securities, in cash or otherwise, (c) make any demand for or exercise any right or cause to be filed a Registration Statement (as defined in the Registration Rights Agreement), including any amendments thereto, with respect to the registration of any Shares or securities convertible into or exercisable or exchangeable for Shares or any other securities of the Company or (d) publicly disclose the intention to do any of the foregoing, in each case, during the period commencing on beginning 7 days before and ending 180 days (in the date event of the final prospectus relating to IPO) or 90 days (in the initial registration by the event of any other Company of shares of its Common Stock Public Sale) (or, in connection with the IPO pursuant to a registration statement on Form S-1each case, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days or such other period as may be reasonably requested by the Company or an the managing underwriter or underwriters to accommodate regulatory restrictions on (1i) the publication or other distribution of research reports, reports and (2ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), rules or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by after the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any date of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion agreement entered into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period. The underwriters in connection with such registration are intended third party beneficiaries Company Public Sale, to the extent timely notified in writing by the Company or the managing underwriter or underwriters; provided, that no Shareholder shall be subject to any such black-out period of this Section 9 and shall have the right, power and authority longer duration than that applicable to enforce the provisions hereof as though they were a party heretoany Sponsor or any other Shareholder. Xxxxxx further agrees to execute such agreements as may be reasonably If requested by the managing underwriter or underwriters in connection of any such Public Company Sale (and, with respect to any such registration that are consistent Company Public Sale other than the IPO, if and only if both Sponsors agree to such request), the Shareholders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with this Section 9respect to the Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

Market Stand-Off. Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriterrepresentatives of the underwriters, during the period commencing on the date of the final prospectus relating to the Company's initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, public offering and ending on the date specified by the Company and the managing underwriter representatives of the underwriters (such period not to exceed one hundred eighty (180l80) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1days) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (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, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the 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 such securitiesthe Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, 1.12 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to securities purchased in the Holder only if all officers, directors and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such initial public offering or securities purchased in open market stand-off periodtransactions. The underwriters in connection with such registration the Company's initial public offering are intended third party beneficiaries of this Section 9 1.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may Notwithstanding the foregoing, no Holder shall be reasonably requested bound by the underwriters in connection with such registration that are consistent with this Section 91.12 unless all entities owning three percent (3%) or more of the then outstanding common stock of the Company (assuming full conversion of all outstanding equity securities of the Company convertible into such common stock) are bound by this Section 1.12 or are otherwise contractually restricted from undertaking any action restricted by this Section 1.12. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

Market Stand-Off. Holder In the event the Company files a Piggyback Registration Statement pursuant to this Section 5.3(c) for an underwritten offering, the TWVC Funds hereby agrees that it will notagree that, without upon the prior written consent request of the managing underwriter, during the period commencing ending on the date that is ninety (90) days after the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days Piggyback Registration Statement or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), (or any successor provisions or amendments thereto), the TWVC Funds will not, without the prior written consent of the underwriter, directly or indirectly, (i1) 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, right or warrant to purchase; , lend, or otherwise transfer or dispose ofof any Registrable Securities, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) the Registrable Securities or (ii3) above is to be settled by delivery engage in any short selling of the Common Stock or other securities, in cash, securities convertible into or otherwiseexercisable or exchangeable for Common Stock. The foregoing provisions of this Section 9 shall apply only to an IPO, shall not apply to (a) the sale of any shares Registrable Securities to an underwriter pursuant to an underwriting agreement; (b) any transfers to any stockholder, and shall be applicable partner or member of, or owner of a similar equity interest in the TWVC Funds, as the case may be, if, in any such case, such transfer is not for value; or (c) any distribution of Registrable Securities or any other security convertible into Registrable Securities to limited partners, members or stockholders of the TWVC Funds or to the Holder only if all officersTWVC Funds’ affiliates or to any investment fund or other entity controlled or managed by the TWVC Funds; provided, directors however, transfers pursuant to clauses (b) and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect c), any such transferees shall agree in writing to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodbe bound by this Section 5.3(c). The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 5.3(c) and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx The TWVC Funds further agrees agree to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 95.3(c) or that are necessary to give further effect thereto. The foregoing provisions of this Section 5.3(c) shall be applicable to the TWVC Funds only if all officers and directors of the Company and all stockholders owning more than 5% of the Company’s outstanding Common Stock, at the time the Company provides written notice of an underwritten public offering pursuant to Section 5.3(a)(i), are subject to the same restrictions. Any discretionary waiver or termination of the restrictions of any similar agreement or restriction pertaining to other stockholder by the Company or the underwriters shall apply pro rata to the TWVC Funds, based on the number of shares subject to such agreements.

Market Stand-Off. Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the Company and, if applicable, the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter Standoff Period: (such period not to exceed one hundred eighty (180) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) 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 Transfer or dispose of, directly or indirectly, any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) Shares or (iib) enter into any swap or other arrangement that transfers Transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, 2.11 (“Market Stand-off” Agreement) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and agreement or the Transfer of any shares to any Designated Affiliate of the Holder; provided that such Designated Affiliate shall agree to be bound by the provisions of this Section 2.11 (“Market Stand-off” Agreement) with respect to future Transfers; provided further that this Section 2.11 (“Market Stand-off” Agreement) shall be applicable to the each Holder and transferee only if all officers, officers and directors of the Company and stockholders owning one percent (1%) of more with at least a [***] ownership of the Company’s issued and outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) immediately prior to (x) in respect of a QLE Standoff Period, the Company entering into an underwriting, business combination or similar agreement in connection with a Qualified Listing Event and (y) in respect of a non-QLE Standoff Period, the Company entering into an underwriting agreement in respect of the applicable underwritten public offering, are also subject to the same restrictions and remain the Company obtains a substantially identical agreement from all other Investors. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such restrictions for agreements, based on the entirety number of shares subject to such market stand-off periodagreements. The underwriters underwriters, if any, in connection with such registration Qualified Listing Event or other underwritten public offering of the Company’s Equity Securities under the Securities Act are intended third party beneficiaries of this Section 9 2.11 (“Market Stand-off” Agreement) and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the Company or the underwriters in connection with such registration or other transaction that are consistent with this Section 92.11 (“Market Stand-off” Agreement) or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities (and the Equity Securities of every other Person subject to the foregoing restriction) until the end of such restricted period.

Market Stand-Off. The Holder of this Warrant hereby agrees that it such Holder will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares Company’s first underwritten public offering of its Common Stock in connection with under the IPO pursuant to a registration statement on Form S-1Securities Act of 1933, as amended (the “IPO”), and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Holder or are thereafter acquired) offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 10 shall apply only to an the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holder Holders only if all officers, directors and stockholders individually owning one more than two percent (12%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodrestrictions. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 910 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may notate each such certificate, instrument or book entry with a legend as substantially set forth in Section 5(e) with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period.

Market Stand-Off. Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Hxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9.

Market Stand-Off. Holder Each Investor hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with or any other equity securities under the IPO pursuant to Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder Investor or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, 12 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder Investors only if all officers, officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) ). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all stockholders that are also subject to the same restrictions and remain subject to such restrictions for agreements, based on the entirety number of shares subject to such market stand-off periodagreements. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 12 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Investor further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 912 or that are necessary to give further effect thereto.

Market Stand-Off. Holder (a) Each Stockholder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to any public offering of the initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, Company’s capital stock and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days or such in the case of the Qualified Public Offering and ninety (90) days in the case of any other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1public offering of capital stock) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; , offer; , pledge; , sell; , contract to sell; , sell any option or contract to purchase; purchase , or otherwise transfer any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares Stockholder Shares held immediately prior to the effectiveness of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) the registration statement for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) offering, or (ii) enter into any swap or other arrangement that transfers Transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Stockholder Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Stockholder Shares or other securities, in cash, cash or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, 5.2(a) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holder only Stockholders if all officers, directors and stockholders owning one greater than two percent (12%) of more shareholders of the Company’s outstanding Common Stock (after giving effect to conversion Company enter into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodsimilar agreements. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration a public offering that are consistent with this Section 95.2(a) or that are necessary to give further effect thereto. Notwithstanding the foregoing, the restrictions in the paragraph above shall not apply (it being understood and agreed, however, that restrictions other than the one in this Section 5.2(a) may continue to apply) to a transfer by a Stockholder of its Stockholder Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agrees with the parties hereto to comply with the terms and conditions of Section 7.3 hereof (including by agreeing to be bound in writing by the restrictions set forth herein), or (ii) to any trust for the direct or indirect benefit of such Stockholder or the immediate family of such Stockholder, provided that the trustee of the trust agrees with the parties hereto to comply with the terms and conditions of Section 7.3 hereof (including by agreeing to be bound in writing by the restrictions set forth herein), and provided further that any such transfer referred to in (i) and (ii) shall not involve a disposition for value. For purposes of this Section 5.2(a), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, if the Stockholder is a corporation, the restrictions in the first paragraph of this Section 5.2(a) shall not apply (it being understood and agreed, however, that restrictions other than the one in this Section 5.2(a) may continue to apply) to a transfer by a corporation of capital stock of the Company to any wholly-owned subsidiary of such corporation, or, if the Stockholder is a limited liability company, to the transfer by the limited liability company to a member or affiliated limited liability company, or, if the Stockholder is a partnership, to the transfer by the partnership to a partner or affiliated partnership; provided, however, that in any such case, it shall be a condition to the transfer that the transferee agrees with the parties hereto to comply with the terms and conditions of Section 7.3 hereof (including by agreeing to be bound in writing by the restrictions set forth herein), and provided further that any such transfer shall not involve a disposition for value.

Market Stand-Off. Holder hereby agrees Agreement. Each holder of Registrable Securities agrees, if so required by the managing underwriter(s), that it will not, without the prior written consent of the managing underwriter, not during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the Company’s IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days or from the date of such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1final prospectus) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; , offer; , pledge; , hypothecate, hedge, sell; , make any short sale of, loan, contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares Equity Securities of Common Stock or any securities convertible into or exercisable or exchangeable the Company (directly or indirectly) for Common Stock (whether other than those included in such shares or any such securities are then owned by the Holder or are thereafter acquired) offering), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesEquity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Equity Securities of the Company or such other securities, in cash, cash or otherwise. The foregoing ; provided that (a) the forgoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares securities of the Company to an underwriter pursuant to an any underwriting agreement, and shall not be applicable to the any Holder only if unless all officersdirectors, directors officers and stockholders owning all other holders of at least one percent (1%) of more the outstanding share capital of the Company’s outstanding Common Stock Company (after giving effect calculated on an as-converted basis) must be bound by restrictions at least as restrictive as those applicable to conversion into Common Stock of all outstanding Preferred Stockany such Holder pursuant to this Section, (b) are also this Section shall not apply to a Holder to the extent that any other Person subject to substantially similar restrictions is released in whole or in part, and (c) the lockup agreements shall permit a Holder to transfer their Registrable Securities to their respective Affiliates so long as the transferees enter into the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodlockup agreement. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees Preferred Shareholder agree to execute such agreements and deliver to the underwrites a lock-up agreement containing substantially similar terms and conditions as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9those contained herein.

Market Stand-Off. Agreement. Each Holder hereby agrees of Registrable Securities agrees, if so required by the managing underwriter(s), that it will not, without the prior written consent of the managing underwriter, not during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the Company’s IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter underwriter(s) (such period not to exceed one hundred and eighty (180) days or from the date of such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1final prospectus) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; , offer; , pledge; , hypothecate, hedge, sell; , make any short sale of, loan, contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares Equity Securities of Common Stock or any securities convertible into or exercisable or exchangeable the Company (directly or indirectly) for Common Stock (whether other than those included in such shares or any such securities are then owned by the Holder or are thereafter acquired) offering), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesEquity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Equity Securities of the Company or such other securities, in cash, cash or otherwise. The foregoing ; provided that (i) the forgoing provisions of this Section 9 shall apply only to an IPO, 6.3 shall not apply to the sale of any shares securities of the Company to an underwriter pursuant to an any underwriting agreement, and shall not be applicable to the any Holder only if unless all officersdirectors, directors officers and stockholders owning all other holders of at least one percent (1%) of more the outstanding share capital of the Company’s outstanding Common Stock Company (after giving effect calculated on an as-converted and fully-diluted basis) must be bound by restrictions at least as restrictive as those applicable to conversion into Common Stock of all outstanding Preferred Stockany such Holder pursuant to this Section 6.3, (ii) are also this Section shall not apply to a Holder to the extent that any other Person subject to substantially similar restrictions is released in whole or in part, and (iii) the lockup agreements shall permit a Holder to transfer their Registrable Securities to their respective Affiliates so long as the transferees enter into the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodlockup agreement. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further Each Investor agrees to execute such agreements and deliver to the underwriter(s) a lock-up agreement containing substantially similar terms and conditions as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9those contained herein.

Market Stand-Off. Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) 180 days or such other period as may be requested by in the Company or an underwriter to accommodate regulatory restrictions on (1) case of the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments theretoIPO), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Holder or are thereafter acquired) offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 2.11 shall apply only to an the IPO, and shall not apply to (a) the sale of any shares of Common Stock (x) purchased by the Holder in connection with the IPO, whether or not pursuant to an underwriting agreement, a private placement that is concurrent with the IPO, or otherwise, or (y) acquired in the open market at any time on or after the IPO; (b) the sale of any shares to an underwriter pursuant to an underwriting agreement, (c) transactions (including, without limitation, any swap, hedge or similar agreement or arrangement) or announcements, in each case, relating to securities acquired in the IPO or securities acquired in open market or other transactions from and after the IPO or that otherwise do not involve or relate to securities of the Company owned by a Holder prior to the IPO, or (d) the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the Immediate Family Member of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holder Holders only if all officers, officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually (and together with their affiliated funds) owning one percent (1%) of % or more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period). The underwriters in connection with such registration are intended third third-party beneficiaries of this Section 9 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 92.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.

Market Stand-Off. Agreement Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with or any other equity securities under the IPO pursuant to Securities Act on a registration statement on Form S-1S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Holder or are thereafter acquired) offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 2.11 shall apply only to an the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holder Holders only if all officers, officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning one more than five percent (15%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period). The underwriters in connection with such registration are intended third third-party beneficiaries of this Section 9 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 92.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. As of the date of this Agreement, all current holders of at least five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock) have entered into a market stand-off agreement substantially similar to the agreement set forth in this Section 2.11, and the Company shall use its best efforts to ensure that all future holders of at least five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock) enter into a market stand-off agreement substantially similar to the agreement set forth in this Section 2.11.

Market Stand-Off. Holder hereby Each Class A Preferred Member agrees that, in the event of a Conversion, the holder of such converted shares of Textura shall not offer for sale, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any securities (issued or unissued) other than those registered and included in the Public Offering, whether in a transaction that it will notwould require registration under the Securities Act or otherwise, without until the prior written consent expiration of a period of time (the managing underwriter, during “Market Stand-Off Period”) after the period commencing on the effective date of the final prospectus relating registration statement agreed upon by Textura and the underwriter; provided, however, that the Market Stand-Off Period shall not exceed 120 days from the effective date of the registration statement (180 days with respect to the an initial registration public offering of shares by the Company Company). Each holder of converted shares of its Common Stock 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 the IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinionsunderwritten public offering, including, but not limited towithout limitation, an NASD questionnaire, if requested to do so by Textura or by the restrictions contained underwriters managing the underwritten offering. Notwithstanding any of the foregoing, Textura agrees that in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4)the event of a Public Offering, or any successor provisions or amendments thereto)Textura shall give prompt written notice to each Class A Preferred Member of its intention to effect such a Public Offering and if, (i) lend; offer; pledge; sell; contract in consultation with the managing underwriters for the Public Offering, Textura determines 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 include in such Public Offering shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled sold by delivery selling stockholders of Common Stock or other securitiesTextura, then each Class A Preferred Member shall have the right to participate in cash, or otherwise. The foregoing provisions such Public Offering as a selling stockholder upon conversion of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion its Class A Preferred Units into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent accordance with this Section 914.1, with the amount of the total shares determined by Textura to be allocated to the selling stockholders in the Public Offering allocated among all selling stockholders on a pro rata basis based upon of the number of shares owned by each such selling stockholder relative to the total number of shares owned by all selling stockholders, provided, however, if any Class A Preferred Member wishing to participate in a Public Offering is also a member of Textura’s management, such Class A Preferred Member’s right to participate as a selling stockholder under this Section 14.1(g) shall be limited by, and subject to, such limitations as are imposed on Textura’s management as a group.

Market Stand-Off. Holder hereby agrees Agreement. Each holder of Shares agrees, if so required by the managing underwriter(s), that it will not, without the prior written consent of the managing underwriter, not during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the Company’s IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180) days or from the date of such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1final prospectus) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; , offer; , pledge; , hypothecate, hedge, sell; , make any short sale of, loan, contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, 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 Equity Securities (directly or indirectly) for Common Stock (whether other than those included in such shares or any such securities are then owned by the Holder or are thereafter acquiredoffering) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Equity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Equity Securities or such other securities, in cash, cash or otherwise. The foregoing provisions ; provided, that (x) all directors, officers and all other holders of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors and stockholders owning at least one percent (1%) of more the outstanding share capital of the Company’s outstanding Common Stock Company must be bound by restrictions at least as restrictive as those applicable to any such holder pursuant to this Section 6.3, (after giving effect y) this Section 6.3 shall not apply to conversion into Common Stock the extent that any other members of all outstanding Preferred Stock) are also the Company subject to substantially similar restrictions are released, and (z) the lockup agreements shall permit such holders to transfer their Registrable Securities to their respective Affiliates so long as the transferee enters into the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodlockup agreement. The underwriters in connection with such registration the Company’s IPO are intended third party beneficiaries of this Section 9 6.3 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees In order to execute enforce the foregoing covenant, the Company may place restrictive legends on the certificates and impose stop-transfer instructions with respect to the Registrable Securities of each shareholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9period.

Market Stand-Off. Holder hereby agrees The Carmel Parties each agree that it they will not, without the prior written consent of the managing underwriterunderwriter (which, for purposes of this provision, shall include placement agents and parties performing a similar function), during the period commencing on the date of the final prospectus relating to the initial registration closing of any sale by the Company CipherLoc of shares any of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, securities and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days days), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), ) (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder Carmel Parties or are thereafter acquired) acquired or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period. The underwriters in connection with such registration are intended third third-party beneficiaries of this Section 9 provision and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx The Carmel Parties further agrees agree to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9provision or that are necessary to give further effect thereto.

Market Stand-Off. Holder hereby agrees Agreement. Each holder of Registrable Securities agrees, if so required by the managing underwriter(s), that it will not, without the prior written consent of the managing underwriter, not during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the Company’s IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180) days from the date of such final prospectus or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1a) the publication or other distribution of research reports, reports and (2b) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), ) (i) lend; , offer; , pledge; , hypothecate, hedge, sell; , make any short sale of, loan, contract to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares Equity Securities of Common Stock the Company owned or any securities convertible into or exercisable or exchangeable controlled by it immediately prior to the date of the final prospectus relating to the Company’s IPO (directly or indirectly) for Common Stock (whether other than those included in such shares or any such securities are then owned by the Holder or are thereafter acquired) offering), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesEquity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Equity Securities of the Company or such other securities, in cash, cash or otherwise. The foregoing ; provided, that (a) the forgoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares securities of the Company to an underwriter pursuant to an any underwriting agreement, and shall not be applicable to the any Holder only if unless all officersdirectors, directors officers and stockholders owning all other holders of at least one percent (1%) of more the outstanding share capital of the Company’s outstanding Common Stock Company (after giving effect calculated on an as-converted to conversion into Common Stock of all outstanding Preferred StockOrdinary Share basis) are also bound by restrictions at least as restrictive as those applicable to any such Holder pursuant to this Section, (y) this Section shall not apply to a Holder to the extent that any other Person subject to substantially similar restrictions is released in whole or in part, and (z) the lockup agreements shall permit a Holder to transfer their Registrable Securities to their respective Affiliates (and, in the case of Alibaba or Ant Financial, also to Ant Financial (in the case of Alibaba) or Alibaba (in the case of Ant Financial)) so long as the transferees enter into the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodlockup agreement. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees Investors agree to execute such agreements as may be reasonably requested by and deliver to the underwriters in connection with such registration that are consistent with this Section 9a lock-up agreement containing substantially similar terms and conditions as those contained herein.

Market Stand-Off. Agreement. Each Holder hereby agrees that if required by the managing underwriter, it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the IPO or other underwritten offering pursuant to a registration statement on Form S-1, Section 2.1 or 2.2 and ending on the date specified by the Company and the managing underwriter (such period not to exceed (x) one hundred eighty (180) days or such other period as may be requested by in the Company or an underwriter to accommodate regulatory restrictions on (1) case of the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4)IPO, or (y) ninety (90) days in the case of any successor provisions or amendments thereto)registration other than the IPO, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether Ordinary Shares, held immediately before the effective date of the registration statement for such shares or any such securities are then owned by the Holder or are thereafter acquired) offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder Holders only if all officers, directors directors, and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) Holders are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodrestrictions. The underwriters in connection with such registration are intended third third-party beneficiaries of this Section 9 2.11 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 92.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. Investor and each Shareholder hereby agree that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities held by such shareholder (and the shares or securities of every other person subject to the restriction contained in this Section 2.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AND TO SUCH OTHER LOCK UP PERIODS, RESTRICTIONS AND LIMITATIONS, ALL AS SET FORTH IN AN INVESTORS RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK UP PERIOD AND OTHER RESTRICTIONS AND LIMITATIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES.

Market Stand-Off. Holder hereby agrees that it will not, without the prior written consent of the managing underwriterrepresentatives of the underwriters, during the period commencing on the date of the final prospectus relating to the Company’s initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, public offering and ending on the date specified by the Company and the managing underwriter representatives of the underwriters (such period not to exceed one hundred eighty (180) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1days) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (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, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the 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 such securitiesthe Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, 5.2 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to securities purchased in the Holder only if all officers, directors and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such initial public offering or securities purchased in open market stand-off periodtransactions. The underwriters in connection with such registration the Company’s initial public offering are intended third party beneficiaries of this Section 9 5.2 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may Notwithstanding the foregoing, no Holder shall be reasonably requested bound by the underwriters in connection with such registration that are consistent with this Section 9.5.2 unless all entities owning three percent (3%) or more of the then outstanding common stock of the Company (assuming full conversion of all outstanding equity securities of the Company convertible into such common stock) are bound by this Section 5.2 or are otherwise contractually restricted from undertaking any action restricted by this Section 5.2. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of capital stock of Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. ANDA Networks, Inc. By: Name: (Print) Title: Chairman of the Board, President or Vice President By: Name: (Print) Title: Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary Acknowledged and Agreed to: Greater Bay Bancorp By: Name: (Print) Title: APPENDIX 1

Market Stand-Off. Holder hereby agrees that it will not, without the prior written consent of the managing underwriterrepresentatives of the underwriters, during the period commencing on the date of the final prospectus relating to the Company’s initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, public offering and ending on the date specified by the Company and the managing underwriter representatives of the underwriters (such period not to exceed one hundred eighty (180) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1days) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; , pledge; , sell; contract , contact to sell; , sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the 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 such securitiesthe Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, 5.2 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to securities purchased in the Holder only if all officers, directors and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such initial public offering or securities purchased in open market stand-off periodtransactions. The underwriters in connection with such registration the Company’s initial public offering are intended third party beneficiaries of this Section 9 5.2 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees to execute such agreements as may Notwithstanding the foregoing, no Holder shall be reasonably requested bound by the underwriters in connection with such registration that are consistent with this Section 9.5.2 unless all entities owning three percent (3%) or more of the then outstanding common stock of the Company (assuming full conversion of all outstanding equity securities of the Company convertible into such common stock) are bound by this Section 5.2 or are otherwise contractually restricted from undertaking any action restricted by this Section 5.2. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of capital stock of Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. ANDA Networks, Inc. By: Name: Xxxxxxx X. Kenmore (Print) Title: Chairman of the Board, President or Vice President By: Name: Xxxxxxx X. Kenmore (Print) Title: Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary Acknowledged and Agreed to: Greater Bay Bancorp By: Name: (Print) Title: APPENDIX 1

Market Stand-Off. Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180l80 days) days or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (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, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any equity securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the 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 such the equity securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock equity securities or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO; provided that (a) all directors, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, officers and shall be applicable to the Holder only if all officers, directors and stockholders owning other Shareholders holding at least one percent (1%) of more the then outstanding Shares of the Company’s outstanding Common Stock Company (after giving effect on an as-converted basis) must be bound by restrictions substantially identical to conversion into Common Stock of those applicable to any Holder pursuant to this Section 10.3, (b) all outstanding Preferred Stock) are also Holders will be released from any restrictions set forth in this Section 10.3 to the extent that any other members subject to substantially similar restrictions are released, and (c) the lockup agreements shall permit Holders to transfer their Registrable Securities to their respective Affiliates so long as the transferees enters into the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodlockup agreement. The underwriters in connection with such registration the Company’s initial public offering are intended third party beneficiaries of this Section 9 10.3 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx further agrees In order to execute enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9period.

Market Stand-Off. The Holder of this Warrant hereby agrees that it will notsuch Holder shall not sell, without transfer, make any short sale of, grant any option for the prior written consent purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the managing underwriter, during Company held by such Holder (other than those included in the registration) for a period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the representative of the underwriters of the common stock (or other securities) of the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract following the effective date of a registration statement of the Company filed under the Securities Act relating 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 the initial public offering of shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by common stock registered under the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement Securities Act; provided, however, that transfers to another, in whole or in part, any all officers and directors of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors Company and stockholders owning of at least one percent (1%) of more the Company’s voting securities enter into similar agreements. The Company may impose stop-transfer instructions with respect to any shares of capital stock of the Company subject to the foregoing restriction until the end of such one hundred eighty (180) day period (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The Holder agrees that any transferee of this Warrant, or the shares of the Company’s outstanding Common Stock preferred stock (after giving effect to or the Company’s common stock issuable upon conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodshares of preferred stock) issuable upon exercise of this Warrant shall be bound by this Section 10. The underwriters in connection with such registration of the Company’s stock are intended third third-party beneficiaries of this Section 9 10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party parties hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 9.

Market Stand-Off. The Holder of this Warrant hereby agrees that it will notsuch Holder shall not sell, without transfer, make any short sale of, grant any option for the prior written consent purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the managing underwriter, during Company held by such Holder (other than those included in the registration) for a period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the representative of the underwriters of the common stock (or other securities) of the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract following the effective date of a registration statement of the Company filed under the Securities Act relating 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 the initial public offering of shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by common stock registered under the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement Securities Act; provided, however, that transfers to another, in whole or in part, any all officers and directors of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors Company and stockholders owning of at least one percent (1%) of more the Company’s voting securities enter into similar agreements. The Company may impose stop-transfer instructions with respect to any shares of capital stock of the Company subject to the foregoing restriction until the end of such one hundred eighty (180) day period (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The Holder agrees that any transferee of this Warrant, or the shares of the Company’s outstanding Common Stock preferred stock (after giving effect to or the Company’s common stock issuable upon conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodshares of preferred stock) issuable upon exercise of this Warrant shall be bound by this Section 13. The underwriters in connection with such registration of the Company’s stock are intended third third-party beneficiaries of this Section 9 13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party parties hereto. Xxxxxx further agrees to execute such agreements as may be reasonably requested by (signature page follows) The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on the underwriters in connection with such registration that are consistent with this Section 9.date first written above. INVESTOR (Print name of the investor) (Signature) (Name and title of signatory, if applicable) (Street address) (City, state and ZIP) EXHIBIT B ASSIGNMENT FORM ASSIGNOR: COMPANY: OTONOMY, INC. WARRANT: THE WARRANT TO PURCHASE SHARES OF PREFERRED STOCK ISSUED ON [ ] (THE “WARRANT”) DATE:

Market Stand-Off. In connection with the IPO, Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock in connection with the IPO pursuant to a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), ): (ia) 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, right or warrant to purchase; , or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company, including without limitation shares of Common Stock or any securities convertible into or exercisable or exchangeable issuable upon the exercise of this Warrant (directly or indirectly“Capital Stock”) held immediately prior to the effectiveness of the registration statement for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) IPO, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Capital Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Capital Stock or other securities, in cash, cash or otherwise. The foregoing provisions restrictions of this Section 9 4.7 shall apply only to an the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holder only if all officers, directors and stockholders owning holders of more than one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stockpreferred stock of the Company) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off periodenter into similar agreements. The underwriters in connection with such registration the IPO are intended third party beneficiaries of this Section 9 4.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration the IPO that are consistent with this Section 94.8 or that are necessary to give further effect thereto.

Market Stand-Off. Holder hereby The Optionee agrees to bind all shares of Optioned Stock or shares acquired pursuant to the Optioned Stock to the requirement that it will Optionee shall not, without to the prior written consent extent requested by the Corporation or an underwriter of securities of the managing underwriterCorporation, during the period commencing on the date sell or otherwise transfer or dispose of any shares of Common Stock of the final prospectus relating to the initial registration Corporation then owned by the Company of shares of its Common Stock in connection with the IPO pursuant to such Optionee for a registration statement on Form S-1, and ending on the date period specified by the Company and representative of the managing underwriter underwriters of Common Stock (such period or other securities) of the Corporation not to exceed one hundred eighty (180) days or such other period following the effective date of any registration statement of the Corporation filed under the Securities Act of 1933, as may be requested by amended (the Company or an underwriter “Securities Act”) (the “Market Stand-off”). In furtherance thereof the Optionee hereby agree to accommodate regulatory restrictions on (1) the publication or other distribution of research reportsnot offer, and (2) analyst recommendations and opinionspledge, includingsell, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (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, right or warrant to purchase; , lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by other securities) of the Holder Corporation or are thereafter acquired) or (ii) enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock (or other securities, ) of the Corporation held by the Optionee (other than those included in cash, or otherwisethe registration) during the period of the Market Stand-off. The foregoing provisions of this Section 9 shall apply only to an IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holder only if all officers, directors and stockholders owning one percent (1%) of more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are also subject to the same restrictions and remain subject to such restrictions for the entirety of such market stand-off period. The underwriters in connection with such registration are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Xxxxxx Optionee further agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in connection with such registration that Corporation or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. The Optionee further agrees that any transferee of the Optioned Stock or shares acquired pursuant to the Optioned Stock shall be bound by the terms of this Section 9Market Stand-off provision.