Common use of Market Standoff Agreement Clause in Contracts

Market Standoff Agreement. (a) In order to facilitate the possibility of future public offerings of Common Stock, the Holders agree that in connection with an underwritten public offering for cash by the Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management of the Company in which the Holder agrees not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for such offering. Holders agree that during the above restricted period they will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registration. In order to enforce the foregoing covenant, the Company may impose stop-order instructions with respect to such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), until the end of the restricted period. (b) During a period commencing on the filing by the Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statement, or any securities convertible into or exchangeable or exercisable for such securities, unless such sale or distribution is pursuant to such registration statement.

Market Standoff Agreement. (a) In order to facilitate the possibility of future public offerings of Common Stock, the Holders agree that in connection with an underwritten public offering for cash by the The Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offeringi) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management of the Company in which the Holder agrees shall not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for such offering. Holders agree that during the above restricted period they will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registration. In order to enforce the foregoing covenant, the Company may impose stop-order instructions with respect to such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), until the end of the restricted period. (b) During a period commencing on the filing by the Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statementits equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning on the date the Company receives a request for an underwritten offering from any Holder and continuing until sixty (60) days after the commencement of an underwritten offering, unless the underwriters managing the registered public offering otherwise agree after consultation with a Majority-in-Interest, and (ii) shall cause each executive officer and director of the Company and each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution is (including sales pursuant to Rule 144 under the Securities Act) of any such registration statementsecurities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree. (b) Each Holder of Registrable Securities agrees that in connection with any public offering of the Company’s equity securities, or any securities convertible into or exchangeable or exercisable for such securities, and upon the request of the managing underwriter(s) in such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during the period commencing on the date that is ten (10) days prior to the consummation of such offering and continuing until sixty (60) days after the commencement of an underwritten offering, (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of 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 such other securities, in cash or otherwise. The foregoing provisions of this Section 3(b) shall not apply to sales of Registrable Securities to be included in such offering pursuant to Sections 1 and 2, and shall be applicable to the holders of Registrable Securities only if all executive officers and directors of the Company and each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 3(b), each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3(b) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any executive officer, director or other holder of Common Stock.

Market Standoff Agreement. In connection with the IPO or Subsequent Offering (aas applicable), each Shareholder agrees and each executive officer of the Company and directors of the Company at the time shall agree that, he or it shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Effective Shares (other than as may be disposed of through a trading plan adopted by any executive officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act, which plan has been established and is in effect prior to the commencement of the relevant Lockup Period (as defined below)) In order without the prior written consent of the Company, (i) with respect to facilitate an IPO, for a period (the possibility “Lockup Period”) designated by the Company in writing to the holders of future public offerings Effective Shares, which period shall begin not more than seven (7) days prior to the Registration Date and shall not last more than 180 days after the Registration Date (or if the relevant Shareholder holds less than 10% of Common Stockthe Effective Shares at such time, the Holders agree lesser of such period and any shorter period requested by the managing underwriter), and to execute an agreement reflecting the foregoing as may be reasonably requested by the Company at the time of the IPO and (ii) with respect to a Subsequent Offering that such Shareholder participates in, for a period (the “Subsequent Lockup Period” together with the Lockup Period, the “Lockup Periods”) designated by the Company in writing to the holders of Effective Shares, which period shall begin not more than seven (7) days prior to the Subsequent Registration Date and shall not last more than 90 days after the Subsequent Registration Date (or if any Shareholder holds less than 10% of the Effective Shares at such time, the lesser of such period and any shorter period requested by the managing underwriter), and to execute an agreement reflecting the foregoing as may be reasonably requested by the Company at the time of the Subsequent Offering. No Person subject to this Section 6 shall be released from all or any of its obligations under this Section 6 or any other agreement, arrangement or understanding entered into pursuant to this Section 6 unless all other Persons subject to the same obligation are also similarly released on a pro rata basis based on the number of Registrable Shares then held. This Section 6 will cease to apply to a Shareholder once such Shareholder no longer holds any Registrable Shares. The underwriters in connection with an underwritten public offering for cash by IPO or Subsequent Offering are intended third-party beneficiaries of this Section 6 and shall have the Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stockright, each such Holder (regardless of whether such Holder is participating in the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors power and senior executive management of the Company in which the Holder agrees not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for such offering. Holders agree that during the above restricted period they will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registration. In order authority to enforce the foregoing covenant, the Company provisions hereof as though they were a party hereto. Each Shareholder further agrees to execute such agreements as may impose stop-order instructions with respect to such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), until the end of the restricted period. (b) During a period commencing on the filing reasonably requested by the Company of a registration statement which includes Registrable Securities (other than pursuant underwriters in connection with an IPO or Subsequent Offering that are consistent with this Section 6 or that are necessary to Rule 415), the Company agrees not to give further effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statement, or any securities convertible into or exchangeable or exercisable for such securities, unless such sale or distribution is pursuant to such registration statementthereto.

Market Standoff Agreement. (a) In order to facilitate the possibility of future public offerings of Common Stock, the Holders agree that in connection with an underwritten public offering for cash by the The Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offeringi) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management of the Company in which the Holder agrees shall not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for such offering. Holders agree that during the above restricted period they will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registration. In order to enforce the foregoing covenant, the Company may impose stop-order instructions with respect to such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), until the end of the restricted period. (b) During a period commencing on the filing by the Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statementits equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning on the date the Company receives a request for an underwritten offering from any Stockholder and continuing until sixty (60) days after the commencement of an underwritten offering, unless the underwriters of such registered public offering otherwise agree after consultation with the Stockholder, and (ii) shall use its reasonable best efforts to cause each (x) executive officer and director of the Company, (y) each holder of at least five percent (5%) of the outstanding Common Stock, or any securities convertible into or exchangeable or exercisable for such Common Stock that is an Affiliate of Tengram Capital Partners, L.P. (both individually and such Affiliates as a group, as “group” is defined for purposes of reporting beneficial ownership pursuant to Section 13 of the Securities Exchange Act of 1934, as amended), and (z) each holder of at least ten percent (10%) of the outstanding Common Stock, or any securities convertible into or exchangeable or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution is (including sales pursuant to Rule 144 under the Securities Act) of any such registration statementsecurities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree. (b) The Stockholder agrees that in connection with any public offering of the Company's equity securities, or any securities convertible into or exchangeable or exercisable for such securities, and upon the request of the managing underwriter(s) in such offering, the Stockholder shall not, without the prior written consent of the Company and such underwriter(s), during the period commencing on the date that is ten (10) days prior to the consummation of such offering and continuing until sixty (60) days after the commencement of such offering, (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by the Stockholder 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 such other securities, in cash or otherwise; provided, however, that nothing in the foregoing sentence or otherwise in this Agreement will prohibit the Stockholder from pledging or granting a security interest in all or any portion of its Registrable Securities and other interests, rights or obligations hereunder to secure the obligations of the Stockholder or any of its Affiliates to any Person (and/or any agent, trustee or representative of such Person) providing any loan, letter of credit or other extension of credit to or for the account of the Stockholder or any of its Affiliates; provided, further, that no such pledge or security interest grant shall in any way affect the obligations or liabilities of the Stockholder under this Agreement. The foregoing provisions of this Section 3(a) shall not apply to sales of Registrable Securities to be included in such offering pursuant to Sections 1 and 2. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto.

Market Standoff Agreement. (a) In order to facilitate Each Stockholder agrees that, if requested by the possibility of future public offerings of Common Stock, the Holders agree that managing underwriter in connection with an underwritten any follow-on public offering for cash by the Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management of the Company in which the Holder agrees not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for Company’s equity securities, such offering. Holders agree that during the above restricted period they Stockholder will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registration. In order to enforce the foregoing covenant, the Company may impose stop-order instructions with respect to such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), until the end of the restricted period. (b) During a period commencing on the filing by the Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees not to effect any public sale or distribution (including by registering securities held by otherssales pursuant to Rule 144 under the Securities Act) of any equity securities of the same as or similar to those being registered by such registration statementCompany, or any securities convertible into or exchangeable or exercisable for such securities, during the period of time requested by such managing underwriter (in no event to be in excess of 90 days) following the effective date of such offering (except as part of such underwritten registration), unless the underwriters managing such offering otherwise agree. (b) The Company (i) shall not effect any public sale or distribution is of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten public offering of the Company’s equity securities (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (ii) shall cause each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for such registration statementCommon Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

Market Standoff Agreement. (a) In order Each Stockholder hereby agrees that such Stockholder shall not Transfer any Stock owned by such Stockholder for a period specified by the underwriters (the "Underwriter(s)") with respect to facilitate the possibility of future public offerings of Common Stock, the Holders agree that in connection with an underwritten a public offering for cash by of the Company of its Common Stock or other securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management of the Company in Corporation, which the Holder agrees period shall not to sell Registrable Securities owned by it for a period of up to 90 exceed one hundred eighty (180) calendar days following the effective date of the first registration statement for such offering. Holders agree that during the above restricted period they will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registration. In order to enforce the foregoing covenant, the Company may impose stop-order instructions with respect to such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), until the end of the restricted periodCorporation filed under the Securities Act; provided all officers and directors of the Corporation and holders of at least one percent (1%) of the Corporation's voting securities enter into similar agreements. (b) During a period commencing on the filing Each Stockholder shall execute and deliver such other agreements as may be reasonably requested by the Company Trustee, the Corporation or the Underwriter(s) which are consistent with the foregoing or which are necessary to give effect thereto. In addition, if requested by the Trustee, the Corporation or the Underwriter(s), each Stockholder shall provide, within ten (10) calendar days of such request, such information as may be required by the Trustee, the Corporation or such Underwriter(s) in connection with the completion of any public offering of the Corporation's securities pursuant to a registration statement which includes Registrable filed under the Securities Act. The obligations described in this paragraph 10 shall not apply to a registration relating solely to employee benefit plans or a registration relating solely to a transaction under Rule 145 of the Securities Act (other than pursuant to Rule 415), the Company agrees not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statement, or any securities convertible into successor rule thereto). The Corporation may impose stop-transfer instructions with respect to the shares of Common Stock (or exchangeable or exercisable for such other securities, unless such sale or distribution is pursuant ) subject to such registration statementthe foregoing restriction until the end of said period of up to one hundred eighty (180) calendar days.

Market Standoff Agreement. (a) In order to facilitate the possibility of future public offerings of Common Stock, the Holders agree that in connection with an underwritten public offering for cash by the The Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offeringi) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management of the Company in which the Holder agrees shall not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for such offering. Holders agree that during the above restricted period they will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registration. In order to enforce the foregoing covenant, the Company may impose stop-order instructions with respect to such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), until the end of the restricted period. (b) During a period commencing on the filing by the Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statementits equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning on the date the Company receives a request for an underwritten offering from any Stockholder and continuing until sixty (60) days after the commencement of an underwritten offering, unless the underwriters of such registered public offering otherwise agree after consultation with the Stockholder, and (ii) shall use its reasonable best efforts to cause each (x) executive officer and director of the Company, (y) each holder of at least five percent (5%) of the outstanding Common Stock, or any securities convertible into or exchangeable or exercisable for such Common Stock that is an Affiliate of Tengram Capital Partners, L.P. or Ares Capital Corp. (in each case, both individually and such Affiliates as a group, as “group” is defined for purposes of reporting beneficial ownership pursuant to Section 13 of the Securities Exchange Act of 1934, as amended), and (z) each holder of at least ten percent (10%) of the outstanding Common Stock, or any securities convertible into or exchangeable or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution is (including sales pursuant to Rule 144 under the Securities Act) of any such registration statementsecurities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree. (b) The Stockholder agrees that in connection with any public offering of the Company's equity securities, or any securities convertible into or exchangeable or exercisable for such securities, and upon the request of the managing underwriter(s) in such offering, the Stockholder shall not, without the prior written consent of the Company and such underwriter(s), during the period commencing on the date that is ten (10) days prior to the consummation of such offering and continuing until sixty (60) days after the commencement of such offering, (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by the Stockholder 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 such other securities, in cash or otherwise; provided, however, that nothing in the foregoing sentence or otherwise in this Agreement will prohibit the Stockholder from pledging or granting a security interest in all or any portion of its Registrable Securities and other interests, rights or obligations hereunder to secure the obligations of the Stockholder or any of its Affiliates to any Person (and/or any agent, trustee or representative of such Person) providing any loan, letter of credit or other extension of credit to or for the account of the Stockholder or any of its Affiliates; provided, further, that no such pledge or security interest grant shall in any way affect the obligations or liabilities of the Stockholder under this Agreement. The foregoing provisions of this Section 3(a) shall not apply to sales of Registrable Securities to be included in such offering pursuant to Sections 1 and 2. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto.

Market Standoff Agreement. (a) In order to facilitate the possibility of future public offerings of Common Stock, the Holders agree that in connection with an underwritten public offering for cash by the The Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offeringi) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management of the Company in which the Holder agrees shall not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for such offering. Holders agree that during the above restricted period they will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registration. In order to enforce the foregoing covenant, the Company may impose stop-order instructions with respect to such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), until the end of the restricted period. (b) During a period commencing on the filing by the Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statementits equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning on the date the Company receives a request for an underwritten offering from any Holder and continuing until sixty (60) days after the commencement of an underwritten offering, unless the underwriters managing the registered public offering otherwise agree after consultation with a Majority-in-Interest, and (ii) shall cause each executive officer and director of the Company and each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution is (including sales pursuant to Rule 144 under the Securities Act) of any such registration statementsecurities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree. (b) Each Holder of Registrable Securities agrees that in connection with any public offering of the Company's equity securities, or any securities convertible into or exchangeable or exercisable for such securities, and upon the request of the managing underwriter(s) in such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during the period commencing on the date that is ten (10) days prior to the consummation of such offering and continuing until sixty (60) days after the commencement of an underwritten offering, (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of 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 such other securities, in cash or otherwise. The foregoing provisions of this Section 3(b) shall not apply to sales of Registrable Securities to be included in such offering pursuant to Sections 1 and 2, and shall be applicable to the holders of Registrable Securities only if all executive officers and directors of the Company and each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 3(b), each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3(b) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any executive officer, director or other holder of Common Stock.

Market Standoff Agreement. (a) In order Each Holder hereby agrees that such Holder shall not sell or enter into any hedging or similar transaction with the same economic effect as a sale, transfer, make any short sale, or grant any option for the purchase, of any Common Stock (or other securities) of the Company held by such Holder immediately prior to facilitate the possibility of future public offerings of Common Stock, IPO Effective Date (defined below) (other than those included in the Holders agree that in connection with an underwritten public offering registration) for cash a period specified by the Company or representative of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management Common Stock (or other securities) of the Company in which the Holder agrees not to sell Registrable exceed 180 days following the effective date of a registration statement of the Company filed under the Securities owned Act with respect to an Initial Public Offering (the “IPO Effective Date”); provided, however, that, if required by it for a such underwriter, such 180-day period shall be extended to such longer period of up time as is necessary to 90 enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within 15 days prior to or after the date that is 180 days after the effective date of the registration statement relating to such offering, but in any event not to exceed 210 days following the effective date of the registration statement for relating to such offering. Holders agree that during The foregoing agreement shall only be applicable if all officers, directors and 1% stockholders of the above restricted period they will Company enter into similar agreements, and shall not directly apply to the sale of any securities to an underwriter pursuant to an underwriting agreement, or indirectly sellto securities acquired in or following the Initial Public Offering. In addition, offer to sell, contract to sell (including without limitation if the Company or the underwriters shall release any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at or any time during such period except other securities included in such registration. In order to enforce (the foregoing covenant, “Released Securities”) from the Company may impose stop-order instructions with respect to such shares requirements of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), until this Section 2.11 before the end of the restricted period. (b) During a period commencing on the filing set by the Company of a registration statement which includes or the underwriters, then the Registrable Securities (other than pursuant to Rule 415), of each Holder shall be released from the Company agrees not to effect any public sale or distribution (including by registering securities held by others) provisions of any securities the same as or similar to those being registered by such registration statement, or any securities convertible into or exchangeable or exercisable for such securities, unless such sale or distribution is pursuant to such registration statement.this

Market Standoff Agreement. (a) In order to facilitate the possibility of future public offerings of Common Stock, the Holders agree that in connection with an underwritten public offering for cash the Initial Public Offering by the Company, each Holder, if requested by the Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in and the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management managing underwriter of the Company Company’s equity securities in which the Holder agrees not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for such offering. Holders , shall agree that during the above restricted period they will not to, directly or indirectly indirectly, offer, sell, offer to sellpledge, contract to sell (including without limitation any short sale), grant an any option to purchase or otherwise transfer of dispose of any securities of the Company held by it (other than donees who agree except for any securities sold pursuant to such registration statement) for a period of 90 days (or such longer period, not to exceed 180 days, that the managing underwriter specifies is required for successful completion of the Initial Public Offering) following the effective date of such registration statement. Such agreement shall be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registration. In order writing and in form and substance reasonably satisfactory to enforce the foregoing covenantHolders, the Company may impose stop-order instructions and such underwriter and pursuant to customary and prevailing terms and conditions. The foregoing provisions of this Section 6(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 Holders if all officers and directors and 5% or greater stockholders of the Company enter into similar or more restrictive agreements with respect to such any shares of Registrable Securities common stock of the Company that are beneficially held by each Holder, which shall be binding upon any assignee or successor of such Holder (them and that are not being sold by them in connection with the shares or securities of every other Person subject to the foregoing restriction), until the end of the restricted periodCompany’s Initial Public Offering. (b) During a period commencing on Each Holder agrees that in the filing event the Company proposes to offer for sale to the public any of its equity securities after the Initial Public Offering, and if (i) such Holder holds beneficially or of record 5% or more of the outstanding equity securities of the Company, (ii) requested by the Company and the managing underwriter of Common Stock or other securities of the Company, and (iii) all other such 5% stockholders are requested by the Company and such underwriter to sign, and actually do sign, a registration statement which includes Registrable Securities similar or more restrictive agreement restricting the sale or other transfer of shares of the Company, then such Holder will not directly or indirectly, offer, sell, pledge, contract to sell (other than pursuant to Rule 415including any short sale), the Company agrees not grant any option to effect any public sale purchase or distribution (including by registering securities held by others) otherwise dispose of any securities of the same as or similar to those being registered Company held by such registration statement, or it (except for any securities convertible into or exchangeable or exercisable for such securities, unless such sale or distribution is sold pursuant to such registration statement), for a period of 90 days (or such longer period, not to exceed 180 days, that the managing underwriter specifies is required for successful completion of the offering) following the effective date of such registration statement. Such agreement shall be in writing and in form and substance reasonably satisfactory to the Holders, the Company and such underwriter and pursuant to customary and prevailing terms and conditions.

Market Standoff Agreement. (a) In order to facilitate the possibility of future public offerings of Common Stock, the Holders (and any subsequent Holder) agree that in connection with the Registrable Securities will not be resold during a period commencing on the filing by the Company of a registration statement under the Securities Act for an underwritten public offering for cash by the Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless Stock and continuing until the earlier of whether such Holder is participating the abandonment of the proposed public offering or 120 days following the date of the last closing in the offering) will execute a customary agreement with public offering without the consent of the underwriters of such offering offering, except to the extent such shares are included in substantially the form executed by directors and senior executive management such registration. Holders of such Registrable Securities also agree that they will cooperate with the Company in which providing reasonable written assurances respecting the Holder agrees not foregoing to sell Registrable Securities owned by it for a period the underwriter of up to 90 days following the effective date of the registration statement for any such public offering. Holders agree that during the above restricted period they will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registration. In order to enforce the foregoing covenant, the Company may impose stop-order instructions with respect to such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person person subject to the foregoing restriction), until the end of the restricted period. (b) During a period commencing on the filing by the Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statement, or any securities convertible into or exchangeable or exercisable for such securities, unless such sale or distribution is pursuant to such registration statement.

Market Standoff Agreement. (a) In order to facilitate the possibility of future public offerings of Common Stock, the Holders agree that in connection with an underwritten the public offering for cash by the Company of any of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stocksecurities, each such Holder (regardless of whether such Holder is participating in agrees that, upon the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management request of the Company in which or the Holder agrees not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date underwriters managing any underwritten offering of the registration statement for Company’s securities, such offering. Holders Holder shall agree in writing (the “Lock-Up”) that during the above restricted period they will not neither such Holder nor any controlled Affiliate of such Holder shall, directly or indirectly sellindirectly, offer to sell, contract to sell (including without limitation sell, make any short sale)sale of, grant an option to purchase or otherwise transfer sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of dispose of the Company (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities those included in such registration. In order to enforce the foregoing covenant, the Company may impose stop-order instructions with respect to such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), until the end of the restricted period. (b) During a period commencing on the filing by the Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statement, if any) now or hereafter acquired by the Holder (or any securities convertible into controlled Affiliate of the Holder) or exchangeable with respect to which such Holder (or exercisable any controlled Affiliate of such Holder) has or hereafter acquires the power of disposition without the prior written consent of the Company and such underwriters for such securitiesperiod of time (not to exceed 14 days prior to the date such offering is expected to commence and 90 days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by the Company and the underwriters; provided, unless however, that no Holder (nor any controlled Affiliate of any Holder) shall be bound by such sale Lock-Up (i) more than once during any 12-month period, (ii) if such Holder and its Affiliates Beneficially Own, in the aggregate, less than 5% of the Voting Stock of the Company outstanding as of the date on which the Lock-Up is requested by the Company, or distribution (iii) that is pursuant more restrictive than the Lock-Up that applies to the Company’s directors and Section 16 officers generally in such registration statementinstance (other than for exceptions customary for individuals, such as those set forth in Section 3.1(a)(v)(y) hereof). Each Holder agrees that the Company may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the Lock-Up contained in this Section 5.7.

Market Standoff Agreement. (a) In order to facilitate the possibility of future public offerings of Common Stock, the Holders agree event that in connection with an underwritten public offering for cash by the Company shall file a registration statement under the Securities Act (if at all) to register shares of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stockother securities, each such Holder (regardless of whether such Holder is participating in the offering) undersigned agrees that the undersigned will execute a customary agreement with not, to the underwriters extent requested by the Company and the underwriter of such offering in substantially securities, and during the form executed period of duration specified by directors and senior executive management of the Company in which the Holder agrees not to sell Registrable Securities owned by it for a period of up to 90 days and such underwriter following the effective date of the each such registration statement for such offering. Holders agree that during the above restricted period they will not statement, directly or indirectly sell, offer to sell, contract to sell (including including, without limitation limitation, any short sale), grant an any option to purchase or otherwise transfer of or dispose of (other than to donees who agree to be similarly bound) shares any securities of Registrable Securities the Company held by the undersigned at any time during such period except securities Shares, if any, included in such registrationregistration (and the undersigned understands that there is no obligation on the part of the Company to register any securities of the Company held by the undersigned); provided, however, that: (a) all officers, directors and 1% or greater shareholders of the Company enter into similar agreements; and (b) such market stand-off time period may not exceed 180 days from the effective date of the registration statement. Notwithstanding the foregoing, the obligations described in this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 promulgated under the Securities Act or similar forms that may be promulgated in the future, or a registration relating solely to a Securities Exchange Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. In order to enforce the foregoing covenant, the Company may impose stop-order stop transfer instructions with respect to such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), undersigned until the end of the restricted such market stand-off period. (b) During a period commencing on the filing by the Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statement, or any securities convertible into or exchangeable or exercisable for such securities, unless such sale or distribution is pursuant to such registration statement.

Market Standoff Agreement. (a) In order 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 facilitate the possibility of future public offerings of Common Stock, Initial Offering and ending on the Holders agree that in connection with an underwritten public offering for cash date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of its Common Stock or any securities convertible into or exercisable or exchangeable for its Common Stock (excluding shares of Common Stock or other securities of the Company acquired in or following the Initial Offering), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, each whether any such Holder transaction described in clause (regardless i) or (ii) above is to be settled by delivery of whether Common Stock or other securities, in cash or otherwise provided, that all officers and directors and holders of at least one percent (1%) of the Company’s securities are bound by and have entered into similar agreements. The underwriters in connection with the Initial Offering are intended third-party beneficiaries of this Section 3.4 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Stockholder further agrees to execute such Holder is participating agreements as may be reasonably requested by the underwriters in the offering) will execute a customary agreement Initial Offering that are consistent with this Section 3.4 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 Stockholders subject to such agreements pro rata based on the number of shares subject to such offering in substantially the form executed by directors and senior executive management of the Company in which the Holder agrees not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for such offering. Holders agree that during the above restricted period they will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registrationagreements. In order to enforce the foregoing covenant, the Company may impose stop-order stop transfer instructions with respect to such shares the Shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder Stockholder (and the shares or securities of every other Person person subject to the foregoing restriction), ) until the end of such period. Notwithstanding the foregoing, if the Company is not an Emerging Growth Company as defined in the Securities Act and either (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 3.4 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. (b) During Each Stockholder agrees that a period commencing legend reading substantially as follows shall be placed on all certificates representing all Shares of such Stockholder (and the filing by shares or securities of every other person subject to the Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415)restriction contained in this Section 3.4): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, the Company agrees not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statementAS AMENDED, or any securities convertible into or exchangeable or exercisable for such securitiesAS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, unless such sale or distribution is pursuant to such registration statementA COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Standoff Agreement. (a) In order to facilitate Each Stockholder agrees that, if requested by the possibility of future public offerings of Common Stock, the Holders agree that managing underwriter in connection with an underwritten any follow-on public offering for cash by the Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management of the Company in which the Holder agrees not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for Company’s equity securities, such offering. Holders agree that during the above restricted period they Stockholder will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registration. In order to enforce the foregoing covenant, the Company may impose stop-order instructions with respect to such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), until the end of the restricted period. (b) During a period commencing on the filing by the Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees not to effect any public sale or distribution (including by registering securities held by otherssales pursuant to Rule 144 under the Securities Act) of any equity securities of the same as or similar to those being registered by such registration statementCompany, or any securities convertible into or exchangeable or exercisable for such securities, during the period of time requested by such managing underwriter (in no event to be in excess of 90 days) following the effective date of such offering (except as part of such underwritten registration), unless the underwriters managing such offering otherwise agree. (b) The Company (i) shall not effect any public sale or distribution is of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to and during the ninety (90)-day period beginning on the effective date of any underwritten public offering of the Company’s equity securities (except as part of such underwritten registration or pursuant to registrations on Form S-4 and Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (ii) shall cause each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for such registration statementCommon Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

Market Standoff Agreement. (a) In order to facilitate Each Holder, if requested by the possibility Company and the managing underwriter of future public offerings of Common Stock, the Holders agree that in connection with an underwritten public offering for cash by the Company of its Common Stock or other securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management of the Company in which the Holder agrees pursuant to its initial registration, shall agree not to sell publicly or otherwise transfer or dispose of any Registrable Securities owned or other securities of the Company acquired prior to such initial public offering and held by it Holder for a specified period of up (not to 90 days exceed 180 days) following the effective date of the registration statement for first such registration; provided, however, that the -------- ------- foregoing restrictions shall not apply to securities purchased by any Holder in the initial public offering, and provided, further, that the foregoing -------- ------- restrictions shall not apply to open market transactions by any Shareholder which is an "investment company" as defined in the Investment Company Act of 1940, as amended. Notwithstanding the foregoing, the Holders agree that during the above restricted period they will not directly or indirectly sell, offer shall be under no obligation to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares such restrictions unless all directors, officers and key management employees of Registrable Securities at any time during such period except securities included in such registration. In order to enforce the foregoing covenant, the Company may impose stop-order instructions with respect and all holders of more than five percent (5%) of the outstanding capital stock of the Company agree to such shares of Registrable Securities held by each Holdercomparable restrictions. Notwithstanding Section 11.4 below, which no amendment to this Section 7.9 shall be binding upon effective as to any assignee or successor Holder which is an Investment Company, without the consent of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), until the end of the restricted periodHolder. (b) During a period commencing on the filing The Company, if requested by the Company Holder and the managing underwriter of a registration statement which includes an offering of Registrable Securities for the benefit of the Holders, agrees (other than pursuant to Rule 415), the Company agrees i) not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statementits equity securities, or any securities convertible into or exchangeable or exercisable for such securities, unless such sale or distribution is during the seven (7) days prior to and during the ninety (90) day period beginning on the effective date of any registration related to an underwritten offering pursuant to which Registrable Securities are to be sold (except as part of such underwritten registration statementor pursuant to registrations on Form S-8 or Form S-4 or other registration relating to employee benefit plans or the registration of securities relating to a transaction subject to Rule 145 under the Securities Act or on any form which does not permit secondary resales), and (ii) to use best efforts to cause each officer, director and key management employee of the Company and each holder of at least five percent (5%) of the outstanding capital stock of the Company to agree to comparable restrictions.

Market Standoff Agreement. (a) In order Notwithstanding anything contained herein to facilitate the possibility of future public offerings of Common Stock, the Holders agree that in connection with an underwritten public offering for cash by the Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management of the Company in which the Holder agrees not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for such offering. Holders agree that during the above restricted period they will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registration. In order to enforce the foregoing covenantcontrary, the Company may impose stop-order instructions delay the filing of any registration statement and may withhold any and all efforts to cause such registration statement to be become effective if the Company determines in good faith that such registration will (i) materially and adversely interfere with respect or affect the negotiation or consummation of any actual or pending material transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restrictiontransaction), until or (ii) otherwise have a Material Adverse Effect on the end of Company provided, however, that the restricted periodCompany may not exercise such right to delay or to withhold efforts more than once in any consecutive 12 month period or for more than ninety (90) days. Without in any way limiting the foregoing, if the Company exercises its right to delay or to withhold efforts pursuant to this Section 3(a), then the Company shall use commercially reasonable efforts to have the applicable registration statement filed or declared effective, as the case may be, at the earliest practicable date after the Company’s bases for delaying or withholding its efforts are no longer applicable. (b) During a period commencing on the filing by the The Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees i) shall not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statementits equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning on the date the Company receives a request for an underwritten offering from Holders of a majority of the then outstanding Registrable Securities and continuing until one hundred eighty (180) days after the completion of such underwritten offering, unless the underwriters managing the underwritten offering otherwise agree after consultation with a majority of the Registrable Securities included in such underwritten offering, and (ii) shall cause each executive officer and director of the Company and each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution is (including sales pursuant to Rule 144 5 CPAM: 10017180.3 (c) Each Holder of Registrable Securities agrees that in connection with any public offering of the Company’s equity securities, or any securities convertible into or exchangeable or exercisable for such registration statementsecurities, and upon the request of the managing underwriter(s) in such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during the period commencing on the date that is ten (10) days prior to the completion of such offering and continuing until one hundred eighty (180) days after the commencement of an underwritten offering, (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for, or exchangeable for shares of 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 such other securities, in cash or otherwise. The foregoing provisions of this Section 3(c) shall not apply to sales of Registrable Securities to be included in such offering pursuant to Sections 1 and 2, and shall be applicable to the holders of Registrable Securities only if all executive officers and directors of the Company and each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 3(c), each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3(c) in the event and to the extent that the managing underwriter or the Company permits any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any executive officer, director or other holder of Common Stock.

Market Standoff Agreement. (a) In order to facilitate the possibility of future public offerings of Common Stock, the Holders agree that in connection with an underwritten public offering for cash by the Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management of the Company in which the Holder agrees not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for such offering. Holders agree that during the above restricted period they will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares No holder of Registrable Securities at any time during such period except securities included in such registration. In order to enforce the foregoing covenant, the Company may impose stop-order instructions with respect to such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), until the end of the restricted period. (b) During a period commencing on the filing by the Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees not to effect any public sale or distribution (including by registering securities held by otherssales pursuant to Rule 144 under the Securities Act) of any equity securities of the same as or similar to those being registered by such registration statementCompany, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to and the one hundred eighty (180)-day period beginning on the effective date of any underwritten initial public offering of the Company’s equity securities (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree. (b) Each Stockholder agrees that, if requested by the managing underwriter in connection with any follow-on public offering of the Company’s equity securities, such Stockholder will not effect any public sale or distribution is (including sales pursuant to Rule 144 under the Securities Act) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the period of time requested by such managing underwriter (in no event to be in excess of 90 days) following the effective date of such offering (except as part of such underwritten registration), unless the underwriters managing such offering otherwise agree. (c) The Company (i) shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to and during the one hundred eighty (180)-day period beginning on the effective date of any underwritten initial public offering of the Company’s equity securities (except as part of such underwritten registration statementor pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, (ii) shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to and during the ninety (900)-day period beginning on the effective date of any underwritten public offering (other than the initial public offering) of the Company’s equity securities (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (iii) shall cause each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

Market Standoff Agreement. (a) In order to facilitate the possibility of future public offerings of Common Stocksecurities of Parent, the Holders agree that in connection with an underwritten the shares of Common Stock issued pursuant to this Agreement will not be resold during a period commencing 30 days preceding the filing by the Parent of a registration statement under the Securities Act for a public offering for cash by the Company Parent of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in Stock and continuing until the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management earlier of the Company in which abandonment of the Holder agrees not to sell Registrable Securities owned by it for a period of up to 90 proposed public offering or 30 days following the effective date of the registration statement for last closing in the public offering period, but not to exceed, in any event, 120 days, except to the extent such shares are included in such registration. Certificates representing the shares of Common Stock issued pursuant to this Agreement will bear a legend noting the foregoing restriction. Holders of such securities also agree that they will cooperate with Parent in providing reasonable written assurances respecting the foregoing to the underwriter of any such public offering. Holders agree that during the above restricted period they will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities Common Stock issued pursuant to this Agreement at any time during such period except securities included in such registration. In order to enforce the foregoing covenant, the Company Parent may impose stop-order instructions with respect to such shares of Registrable Securities Common Stock held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person person subject to the foregoing restriction), until the end of the restricted period. (b) During a period commencing on the filing by the Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statement, or any securities convertible into or exchangeable or exercisable for such securities, unless such sale or distribution is pursuant to such registration statement.

Market Standoff Agreement. (a) In order to facilitate Provided that all Stockholders are treated equally and all executive officers and directors of the possibility Company are also so bound, each Stockholder agrees that, if so requested by the Board or any managing underwriter in respect of future public offerings of Common Stock, the Holders agree that in connection with an underwritten public offering for cash by the Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management of the Company in which the Holder agrees not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for Company’s securities, such offering. Holders agree that during the above restricted period they Stockholder will not directly or indirectly sell, offer to sell, contract to sell (including without limitation make any short sale)sale of, loan, grant an any option to for the purchase of, hypothecate, hedge or otherwise transfer of or dispose of (other than to donees who agree to be similarly bound) any of the Company’s securities, including without limitation shares of Registrable Common Stock, options or warrants exercisable for shares of the Company’s securities, or any other security convertible into or exchangeable for shares of the Company’s securities (other than as part of such underwritten public offering), (i) during a period not to exceed 180 days following the effective date of the initial registration statement of the Company filed under the Securities at any time Act (or such shorter period as the Company or managing underwriter may authorize) and (ii) during a period not to exceed 90 days following the effective date of a registration statement other than the initial registration statement (or such shorter period except securities included in such registrationas the Company or managing underwriter may authorize) (each, a “Stand-Off Period”). Each Stockholder agrees to execute and deliver a lock up agreement as may be reasonably requested by the Company and/or managing underwriter consistent with the foregoing obligations. In order to enforce the foregoing covenant, the Company may impose stop-order instructions stock transfer restrictions with respect to such the securities (including any shares Common Stock) of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restriction), Stockholder until the end of the restricted period. (bapplicable Stand-Off Period. Notwithstanding the foregoing, the obligations described in this Section 4.1(c) During a period commencing on the filing by the Company of shall not apply to a registration statement which includes Registrable Securities (other than pursuant relating solely to Rule 415), the Company agrees not to effect any public sale employee benefit plans on Form S-1 or distribution (including by registering securities held by others) of any securities the same as Form S-8 or similar to those being registered by such registration statementforms which may be promulgated in the future, or any securities convertible into a registration relating solely to an SEC Rule 145 transaction on Form S-4 or exchangeable or exercisable for such securities, unless such sale or distribution is pursuant to such registration statementsimilar forms which may be promulgated in the future.

Market Standoff Agreement. (a) In order Notwithstanding anything contained herein to facilitate the possibility of future public offerings of Common Stock, the Holders agree that in connection with an underwritten public offering for cash by the Company of its Common Stock or securities convertible into or exercisable or exchangeable for its Common Stock, each such Holder (regardless of whether such Holder is participating in the offering) will execute a customary agreement with the underwriters of such offering in substantially the form executed by directors and senior executive management of the Company in which the Holder agrees not to sell Registrable Securities owned by it for a period of up to 90 days following the effective date of the registration statement for such offering. Holders agree that during the above restricted period they will not directly or indirectly sell, offer to sell, contract to sell (including without limitation any short sale), grant an option to purchase or otherwise transfer of dispose of (other than donees who agree to be similarly bound) shares of Registrable Securities at any time during such period except securities included in such registration. In order to enforce the foregoing covenantcontrary, the Company may impose stop-order instructions delay the filing of any registration statement and may withhold any and all efforts to cause such registration statement to be become effective if the Company determines in good faith that such registration will (i) materially and adversely interfere with respect or affect the negotiation or consummation of any actual or pending material transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such shares of Registrable Securities held by each Holder, which shall be binding upon any assignee or successor of such Holder (and the shares or securities of every other Person subject to the foregoing restrictiontransaction), until or (ii) otherwise have a Material Adverse Effect on the end of Company provided, however, that the restricted periodCompany may not exercise such right to delay or to withhold efforts more than once in any consecutive 12 month period or for more than ninety (90) days. Without in any way limiting the foregoing, if the Company exercises its right to delay or to withhold efforts pursuant to this Section 3(a), then the Company shall use commercially reasonable efforts to have the applicable registration statement filed or declared effective, as the case may be, at the earliest practicable date after the Company’s bases for delaying or withholding its efforts are no longer applicable. (b) During a period commencing on the filing by the The Company of a registration statement which includes Registrable Securities (other than pursuant to Rule 415), the Company agrees i) shall not to effect any public sale or distribution (including by registering securities held by others) of any securities the same as or similar to those being registered by such registration statementits equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning on the date the Company receives a request for an underwritten offering from Holders of a majority of the then outstanding Registrable Securities and continuing until one hundred eighty (180) days after the completion of such underwritten offering, unless the underwriters managing the underwritten offering otherwise agree after consultation with a majority of the Registrable Securities included in such sale underwritten offering, and (ii) shall cause each 5 CPAM: 9910021.10 (c) Each Holder of Registrable Securities agrees that in connection with any public offering of the Company’s equity securities, or distribution any securities convertible into or exchangeable or exercisable for such securities, and upon the request of the managing underwriter(s) in such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during the period commencing on the date that is ten (10) days prior to the completion of such offering and continuing until one hundred eighty (180) days after the commencement of an underwritten offering, (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for, or exchangeable for shares of 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 such other securities, in cash or otherwise. The foregoing provisions of this Section 3(c) shall not apply to sales of Registrable Securities to be included in such offering pursuant to Sections 1 and 2, and shall be applicable to the holders of Registrable Securities only if all executive officers and directors of the Company and each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for such registration statementCommon Stock, purchased from the Company at any time after the date of this Agreement are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 3(c), each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3(c) in the event and to the extent that the managing underwriter or the Company permits any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any executive officer, director or other holder of Common Stock.