Common use of Market Stand-Off Clause in Contracts

Market Stand-Off. Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable laws) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12.

Market Stand-Off. Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 2.13 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified Initial Public Offering IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.122.13.

Market Stand-Off. Each party Founder and each Holder agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates Affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12.

Market Stand-Off. Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12.

Market Stand-Off. Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 2.13 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.122.13.

Market Stand-Off. Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall to the extent as required by the applicable laws but not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 2.13 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.122.13.

Market Stand-Off. Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 2.13 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified Initial Public Offering an IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.122.13.

Market Stand-Off. Each party Holder agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawsthis Agreement) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of 1% or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of 1% or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least 1% of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12.

Market Stand-Off. Each party Holder agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawsthe Shareholders Agreement) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 of this Appendix shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of 1% or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of 1% or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least 1% of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering IPO a market stand-off agreement containing substantially similar provisions as those contained in Section 2.12 of this Section 2.12Appendix.

Market Stand-Off. Each party of the Holders and the Founder hereby agrees that, so long as it holds any voting securities of if and to the Company, upon request extent requested by the Company or the underwriters managing the initial public offering of the securities in the Company’s securities, it will not sell shall not, without the prior written consent of such underwriters or the Company, sell, transfer or otherwise transfer or dispose of any Ordinary Shares or any securities of the Company (convertible into or exercisable for Ordinary Shares, other than those permitted to be included in the registration and other transfers to affiliates Affiliates permitted by applicable laws) without the prior written consent of the Company or such underwriterslaw, as the case may be, for during a period of time specified by the representative of the underwriters which shall not exceed 180 up to one hundred and eighty (180) days from commencing on the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up periodoffering. The foregoing provision of this Section 2.12 3.13 applies only to the IPO, and shall not apply to Registrable Securities actually sold to an underwriter pursuant to an underwriting agreement, pursuant to the registration statement related to such IPO or shares acquired on the open market following effectiveness of the registration statement related to the IPO and shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreementshares, and shall only be applicable to the Holders if all other Shareholders officers and directors of the Company and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if . If the Company or any underwriter releases any other shareholder such officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers Persons holding at least one percent (1%) of the Company’s securities then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering an IPO a market stand-off agreement containing provisions substantially similar provisions as to those contained in this Section 2.123.13.

Market Stand-Off. Each party agrees that, For so long as it holds any voting the Shares, the Purchaser hereby agrees that, during the period of duration specified by the managing underwriter of common stock or other securities of the Company, upon request by Company following the Company or the underwriters managing the initial effective date of a registration statement for any public offering of the Company’s securitiesCommon Stock filed under the Securities Act, it will not shall not, to the extent requested by such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company (other than those permitted to be held by it at any time during such period except Common Stock included in the registration such registration; provided, however, that: (i) all “named executive officers” (as defined in Item 402 of Regulation S-K) and other transfers to affiliates permitted by applicable laws) without the prior written consent directors of the Company enter into similar agreements or are bound by similar agreements with the Company and (ii) such underwriters, as the case may be, for a market stand-off time period of time specified by the representative of the underwriters which shall not exceed 180 days from ninety (90) days. The Purchaser agrees to provide to the effective date other underwriters of the registration statement covering any such initial public offering or such further agreements as such underwriter may reasonably request in connection with this market stand-off agreement, provided that the pricing date terms of such offering as agreements are substantially consistent with foregoing provisions of this Section. In order to enforce the foregoing covenant, the Company may be requested by impose stop-transfer instructions with respect to the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten Shares until the end of such lock-up period. The foregoing provision of Notwithstanding the foregoing, the obligations described in this Section 2.12 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the sale of any securities of the Company to an underwriter pursuant to any underwriting agreementfuture, and shall only be applicable to the Holders if all other Shareholders enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior a registration relating solely to a Qualified Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12Rule 145 transaction.

Market Stand-Off. Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering IPO of the Company’s securities, it will not sell or otherwise transfer Transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers Transfers to affiliates Affiliates permitted by applicable lawsLaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering IPO or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12.

Market Stand-Off. Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 2.13 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.122.13.

Market Stand-Off. Each party Party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securitiesInitial Public Offering, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 days from the effective date of the registration statement (or its equivalent) covering such initial public offering Initial Public Offering or the pricing date of such offering as may be requested by the underwriters. The ; provided that such market stand-off agreement shall apply only to the first registration statement of the Company shall use commercially reasonable efforts which covers securities to take all steps be sold on its behalf to shorten the public in an underwritten offering, but not to any Registrable Securities actually sold pursuant to such lock-up periodregistration statement. The foregoing provision of this Section 2.12 2.13 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified no less than three (3) days prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified an Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.122.13.

Market Stand-Off. Each party Holder agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawsthe Shareholders Agreement) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 of this Appendix shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of 1% or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of 1% or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself Itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least 1% of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering IPO a market stand-off agreement containing substantially similar provisions as those contained in Section 2.12 of this Section 2.12Appendix.

Market Stand-Off. Each party Shareholder agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates Affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 9 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.129.

Market Stand-Off. Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates Affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 2.13 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified an Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.122.13.

Market Stand-Off. Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company held as of the effective date of the registration statement (other than those permitted to be included in the registration and other transfers to affiliates Affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12.

Market Stand-Off. Each party Holder agrees that, so long as it holds any voting securities Securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securitiesSecurities, it will not sell or otherwise transfer or dispose of any securities Securities of the Company held immediately before the effective date of the registration statement for such offering (other than those permitted to be included in the registration and other transfers to affiliates its Affiliates permitted by applicable lawsLaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities Securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other officers and directors of the Group Companies and all Shareholders enter into similar agreementsowning one percent (1%) or more of the Company’s outstanding share capital are subject to the same restrictions, and if the Company or any underwriter releases any other shareholder officer or director of any Group Companies or any Shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities Securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12.

Market Stand-Off. Each party shareholder of the Company agrees that, so long as it holds any voting securities of the Company, upon the written request by the Company or the underwriters managing the initial public offering of the Company’s securitiesunderwriter, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates Affiliates (as defined under the Purchase Agreements) permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, managing underwriter for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up periodmanaging underwriter. The foregoing provision of this Section 2.12 2.13 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreementagreement and the sale of any securities acquired by the Holder in the secondary market, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering the IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.122.13.

Market Stand-Off. Each party Holder agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and arid other transfers to affiliates permitted by applicable lawsthis Agreement) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the file representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of 1% or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of 1% or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least 1% of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering IPO a market stand-off agreement containing substantially similar provisions as those contained in In this Section 2.12.

Market Stand-Off. Agreement. Each party Holder hereby agrees that, so long as it holds any voting securities of that during ---------------------------- the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable laws) without the prior written consent of the Company or such underwriters, as the case may be, for a 180 day period of time specified by the representative of the underwriters which shall not exceed 180 days from following the effective date of the registration statement covering such initial public offering by the Company pursuant to a registration statement filed under the 1933 Act and during the 180 day period (or such shorter period Xxxxx X. Xxxxxx agrees to pursuant to a similar agreement with the pricing Company) following the effective date of such any subsequent offering as may be of the Company pursuant to a registration statement filed under the 1933 Act, it shall not, to the extent requested by the underwritersCompany and any managing underwriter, publicly sell, make any short sale of, or otherwise publicly transfer or dispose of (other than to donees who agree to be similarly bound) any Common Stock held by it at any time during such period except Common Stock included in such registration; provided that Xxxxx X. Xxxxxx enters into a similar agreement with the Company. 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. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision agrees that any agreement entered into after the date of this Section 2.12 Agreement pursuant to which the Company issues or agrees to issue any privately placed securities shall contain a provision under which holders of such securities agree not apply to the effect any public sale of distribution of any such securities of during the Company to an underwriter periods described in Section 1.11 above, in each case including a sale pursuant to Rule 144 (except as part of any underwriting agreementsuch registration, and shall only be applicable to the Holders if all other Shareholders enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12permitted).

Market Stand-Off. Each party Founder and each Investor agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 2.11 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.122.11.

Market Stand-Off. Each party Shareholder agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates Affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 11 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.1211.

Market Stand-Off. Each party of the Founders, the Founder Vehicles, the Angel Investors, the Series A-1 Investors, the Series A-2 Investors and the Series B Investors hereby agrees that, so long as it holds any voting securities of if and to the Company, upon request extent requested by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any direct or indirect securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply 3.13 applies only to the sale of any securities first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwriter underwritten offering, but not to the Registrable Securities actually sold pursuant to any underwriting agreementsuch registration statement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.123.13.

Market Stand-Off. Each party The Founder, each of the Co-Founders and each Holder agrees that, and the Founder and the Co-Founders shall cause each Key Management Personnel to agree that, so long as it holds any voting securities of the CompanyCompany Securities, whether directly or indirectly, upon request by the Company or the underwriters managing the initial public offering a Qualified IPO of the Company’s securitiesCompany Securities, it will shall not sell or otherwise transfer or dispose of any securities of the Company Securities (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable laws) law), whether directly or indirectly, without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts Notwithstanding anything to take all steps to shorten such lock-up period. The the contrary herein, the foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company Securities to an underwriter pursuant to any underwriting agreement, agreement and shall only not be applicable to the Holders if unless all other Shareholders officers and directors of the Group Companies and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if . If the Company or any underwriter releases any other shareholder such officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his, her or its such sale restrictions so once undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extentreleased. The Company shall require all future acquirers of Company Securities holding at least one percent (1%) of the Company’s securities then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering IPO a market stand-off agreement containing provisions substantially similar provisions as to those contained in this Section 2.12.

Market Stand-Off. Each shareholder of the Company that is a party to this Agreement agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 2.13 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified Initial Public Offering IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.122.13.

Market Stand-Off. Each party agrees thatShareholder hereby agrees, and the Covenantors shall procure each of the Directors and officers of the Group Companies to agree, that so long as it holds or he holds, directly or indirectly, any voting securities of the Company, upon request if required by the Company or the underwriters managing the initial public offering of the Company’s securities, it or he will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates Affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, underwriters for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 3.10 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of one percent (1%) or more of the Company’s outstanding issued shares enter into similar agreementsagreements that contain restrictions at least as restrictive as those applicable to any such Holder pursuant to this Section 3.10, and if the Company or any underwriter releases any other shareholder officer, director or holder of one percent (1%) or more of the Company’s issued and outstanding Shares from his, his or her or its sale restrictions so undertaken, then each Holder holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding issued shares of the Company to execute prior to a Qualified Initial Public Offering IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.123.10.

Market Stand-Off. Each party Founder and each Holder agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s 's securities, it will not sell sell, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a such period of time specified by the representative of the underwriters which shall not exceed exceeding 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of three percent (3%) or more of the Company's outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of three percent (3%) or more of the Company's outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s 's securities holding at least three percent (3%) of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12.

Market Stand-Off. Each party Holder agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by applicable lawsthis Agreement) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders officers, directors and holders of 1% or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any other shareholder officer, director or holder of 1% or more of the Company’s outstanding share capital from his, his or her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities holding at least 1% of the then outstanding share capital of the Company to execute prior to a Qualified Initial Public Offering IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12.

Market Stand-Off. Each party Party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of IPO and to the Company’s securitiesextent necessary for a successful IPO, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates Affiliates permitted by applicable lawslaw) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters which shall not to exceed 180 one hundred and eighty (180) days from the effective date of the registration statement covering such initial public offering IPO or the pricing date of such offering IPO, as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.12 shall be subject to any exceptions that any Holder and the applicable underwriter may agree on, shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other Shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder Shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified Initial Public Offering public offering a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.12. All market stand-off agreements entered into by the Holders shall permit such Holders to transfer their Registrable Securities to their respective Affiliates so long as the transferees enter into the same market stand-off agreement. All market stand-off agreements entered into by the Holders shall not apply to the securities acquired by such Holders through open market transactions.