Common use of Market Standoff Agreement Clause in Contracts

Market Standoff Agreement. Optionee hereby agrees that, if requested by the managing underwriter, it will not, without the prior written consent of the Company, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering or any secondary public offering, as applicable, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) calendar days in the case of an initial public offering and, solely in the case of a holder of shares of the Company’s Common Stock, ninety (90) calendar days in the case of any secondary public offering (or such other period as may be requested by the Company or managing underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter 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 any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of securities, in cash or otherwise. Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

Market Standoff Agreement. Optionee hereby agrees thatEach Holder shall not sell or otherwise transfer, if requested by make any short sale of, grant any option for the managing underwriterpurchase of, it will notor enter into any hedging or similar transaction with the same economic effect as a sale, without the prior written consent of any Common Stock (or other securities) of the Company, Company held by such Holder (other than those included in the registration) during the period commencing on the date of the final prospectus relating to the Company’s initial public offering or any secondary public offering, as applicable, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180) calendar days in day period following the case effective date of an initial public offering and, solely in the case of a holder of shares of registration statement for the Company’s Common Stock, ninety (90) calendar days in Initial Public Offering filed under the case of any secondary public offering Securities Act (or such other period as may be requested by the Company or managing an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(42241(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company and all holders of at least one percent (1%) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, including (without limitationor a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(c) hereof with respect to the shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired) or (ii) enter into any swap or other arrangement that transfers securities) subject to another, the foregoing restriction until the end of such one hundred and eighty (180) (or other) day period. Each Holder agrees to execute a market standoff agreement with said underwriters in whole customary form consistent with the provisions of this Section 2.10. Any discretionary waiver by the Company or in part, any the underwriters or termination of the economic consequences of ownership of any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired), whether any such transaction described restrictions set forth in clause (i) or (ii) above is to be settled by delivery of securities, in cash or otherwise. Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 42.10 or such agreements shall apply pro rata (based on the number of shares subject to such restrictions and/or agreements) to all Holders.

Market Standoff Agreement. Optionee hereby agrees that, if requested by the managing underwriter, that it will not, without the prior written consent of the Companymanaging underwriter, during the one hundred eighty (180) day period (or such other period as may be requested in writing by the managing underwriter and agreed to in writing by the Company) commencing on the date of the final prospectus relating to the Company’s initial public offering or any secondary public offering, as applicable, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) calendar days in the case of an initial public offering and, solely in the case of a holder of shares of the Company’s Common Stock, ninety (90) calendar days in the case of any secondary public offering (or such other period as may be requested by the Company or managing underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter 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 any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of securities, in cash or otherwise. Optionee agrees that any transferee to execute an agreement(s) reflecting (i) and (ii) above as may be requested by the managing underwriter at the time of the Option or shares acquired pursuant initial public offering, and further agrees that the Company may impose stop transfer instructions with its transfer agent in order to enforce the Option shall be bound by covenants in (i) and (ii) above. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of the covenants in this Section 4and shall have the right, power and authority to enforce such covenants as though they were a party hereto.

Market Standoff Agreement. Optionee Each Holder hereby agrees that, if requested by the managing underwriter, that it will not, without the prior written consent of the Companymanaging underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering registration by the Company for its own behalf of shares of its Common Stock or any secondary public offeringother equity securities under the Securities Act on a registration statement on Form S-0, as applicableXxxx X-0, or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180a) calendar 180 days in the case of an initial public offering andthe IPO, solely in which period may be extended upon the case of a holder of shares request of the Company’s Common Stockmanaging underwriter, ninety to the extent required by any NASD rules, for an additional period of up to 15 days if the Company issues or proposes to issue an earnings or other public release within 15 days of the expiration of the 180-day lockup period, or (90b) calendar 90 days in the case of any secondary public offering (or such registration other than the IPO, which period as may be requested extended upon the request of the managing underwriter, to the extent required by any NASD rules, for an additional period of up to 15 days if the Company issues or managing underwriter proposes to accommodate regulatory restrictions on (i) the publication issue an earnings or other distribution public release within 15 days of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4expiration of the 90-day lockup period), or any successor provisions or amendments thereto)) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (Stock, whether now such shares or any such securities are then owned by the Holder or hereafter 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 any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired)such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. Optionee agrees that The foregoing provisions of this Section 2.11 shall not apply to the sale of any transferee shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers, directors and all stockholders individually owning more than one percent of the Option or shares acquired pursuant Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the Option shall be bound by same restrictions. The underwriters in connection with such registration are intended third party beneficiaries of this Section 42.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

Market Standoff Agreement. Optionee The Investor hereby agrees that, if requested by the managing underwriter, it that Investor will not, without the prior written consent of the Companymanaging underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering or any secondary public offering, as applicable, (“IPO”) and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) calendar days in the case of an initial public offering and, solely in the case of a holder of shares of the Company’s Common Stock, ninety (90) calendar days in the case of any secondary public offering (or such other period as may be requested by the Company or managing underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)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 securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now such shares or any such securities are then owned by the Investor or hereafter 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 any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired)Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Optionee agrees that The foregoing provisions of this Section 3(f) shall apply only to the IPO, shall not apply to the sale of any transferee shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Investor if all officers, directors, key employees as reasonably determined in good faith by the Board, and at least one percent (1%) stockholders of the Option Company enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 3(f) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Investor further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 3(f) that are necessary to give further effect thereto. Any discretionary waiver or shares acquired termination of the restrictions of any or all of such agreements by the Company or the underwriters, except in the case of legal separation, divorce or pursuant to the Option terms of a court order, shall be bound by this Section 4apply to all Investors subject to such agreements pro rata based on the number of shares subject to such agreements, provided that, notwithstanding the foregoing, the Company and the underwriters may, in their sole discretion, waive or terminate these restrictions with respect to up to one percent (1%) of the Company’s outstanding Common Stock.

Market Standoff Agreement. Optionee Each Investor hereby agrees that, if requested by the managing underwriter, that it will not, without the prior written consent of the Companymanaging underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial an underwritten public offering or any secondary public offering, as applicable, by the Company and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) calendar days in the case earlier of an initial public offering and, solely in the case of a holder of shares of the Company’s Common Stock, ninety (90) calendar days in the case of any secondary public offering (or such other period as may be requested by the Company or managing underwriter to accommodate regulatory restrictions on (i) the publication 180 calendar days or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, twelve months after the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)date of the first issuance of the Shares pursuant to the Subscription Agreement) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter 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 any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of securities, in cash or otherwise. Optionee The foregoing covenants shall apply only to the Company’s initial underwritten public offering of equity securities, shall not apply to the sale of any shares by a Investor to an underwriter pursuant to an underwriting agreement and shall only be applicable to the Investors if all the Company’s executive officers, directors and greater than 5% stockholders enter into similar agreements. Each Investor agrees to execute an agreement(s) reflecting (i) and (ii) above as may be requested by the managing underwriters at the time of the initial underwritten public offering, and further agrees that any transferee the Company may impose stop transfer instructions with its transfer agent in order to enforce the covenants in (i) and (ii) above. The underwriters in connection with the Company’s initial underwritten public offering are intended third party beneficiaries of the Option or shares acquired pursuant to the Option shall be bound by covenants in this Section 41.9 and shall have the right, power and authority to enforce such covenants as though they were a party to this Agreement.

Market Standoff Agreement. Optionee Each Holder hereby agrees that, if requested by the managing underwriter, that it will not, without the prior written consent of the Companymanaging underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering registration by the Company for its own behalf of shares of its Common Stock or any secondary public offering, as applicableother equity securities under the Securities Act for its IPO, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) calendar days in the case of an initial public offering and, solely in the case of a holder of shares of the Company’s Common Stock, ninety (90) calendar days in the case of any secondary public offering (or such other period as may be requested by the Company or managing underwriter to accommodate regulatory restrictions on (i1) the publication or other distribution of research reports reports; and (ii2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)) (i) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, ; or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether now owned or hereafter acquired) held immediately before the effective date of the registration statement for the IPO 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 any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired)such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. Optionee The foregoing provisions of this Section 2.11 shall not apply to (a) the sale of any shares of Common Stock (x) purchased by Holder in connection with the IPO, (y) acquired in any of the Company’s public offerings that occur after the IPO or (z) acquired in the open market at any time after the IPO; (b) any shares sold to an underwriter pursuant to an underwriting agreement; or (c) the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any transferee such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning one percent (1%) or more of the Option or shares acquired pursuant Company’s outstanding Common Stock (after giving effect to the Option shall be bound by conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third party beneficiaries of this Section 42.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.

Market Standoff Agreement. Optionee hereby agrees that(a) In connection with the Initial Public Offering by the Company, each Holder, if requested by the managing underwriter, it will not, without the prior written consent of the Company, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering or any secondary public offering, as applicable, and ending on the date specified by the Company and the managing underwriter of the Company’s securities, shall agree not to, directly or indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any securities of the Company held by it (except for any securities sold pursuant to such registration statement) for a period of ninety (90) days (or such longer period, not to exceed one hundred eighty (180) calendar days days, that the managing underwriter specifies is required for successful completion of the Initial Public Offering) following the effective date of the registration statement as agreed to by such parties. 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. 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 five percent (5%) or greater stockholders of the Company enter into similar or more restrictive agreements with respect to any shares of common stock of the Company that are beneficially held by them and that are not being sold by them in connection with the Company’s Initial Public Offering. (b) Each Holder agrees that in the case event the Company proposes to offer for sale to the public any of an initial public offering andits equity securities after the Initial Public Offering, solely in and if (i) such Holder holds beneficially or of record five percent (5%) or more of the case 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 five percent (5%) stockholders are requested by the Company and such underwriter to sign, and actually do sign, a holder similar or more restrictive agreement restricting the sale or other transfer of shares of the Company’s Common Stock, ninety (90) calendar days in the case of any secondary public offering (or such other period as may be requested by the Company or managing underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but then it will not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, offer, sell, pledge, contract to sell (including any securities of the Companyshort sale), including (without limitation) shares of Common Stock grant any option to purchase or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter 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 otherwise dispose of any securities of the Company, including Company held by it (without limitation) shares of Common Stock or except for any securities convertible into sold pursuant to such registration statement) for a period of ninety (90) days (or exercisable or exchangeable such longer period, not to exceed one hundred eighty (180) days, that the managing underwriter specifies is required for Common Stock (whether now owned or hereafter acquired), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of securities, in cash or otherwise. Optionee agrees that any transferee completion of the Option or shares acquired offering) following the effective date of the registration statement as agreed to by such parties. Such agreement shall be in writing and in form and substance reasonably satisfactory to the Holders, the Company and such underwriter and pursuant to the Option shall be bound by this Section 4customary and prevailing terms and conditions.

Market Standoff Agreement. Optionee hereby agrees that, if requested by the managing underwriter, that it will not, without the prior written consent of the Companymanaging underwriter, during the twenty-four (24) month period (or such other period as may be requested in writing by the managing underwriter and agreed to in writing by the Company) commencing on the date of the final prospectus relating to the Company’s initial public offering or any secondary public offering, as applicable, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) calendar days in the case of an initial public offering and, solely in the case of a holder of shares of the Company’s Common Stock, ninety (90) calendar days in the case of any secondary public offering (or such other period as may be requested by the Company or managing underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter 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 any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of securities, in cash or otherwise. Optionee agrees that any transferee to execute an agreement(s) reflecting (i) and (ii) above as may be requested by the managing underwriter at the time of the Option or shares acquired pursuant initial public offering, and further agrees that the Company may impose stop transfer instructions with its transfer agent in order to enforce the Option shall be bound by covenants in (i) and (ii) above. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of the covenants in this Section 4and shall have the right, power and authority to enforce such covenants as though they were a party hereto.

Market Standoff Agreement. Optionee hereby Each Holder of Registrable Securities agrees thatthat in connection with any Public Offering of the Company's equity securities, if requested by or any securities convertible into or exchangeable or exercisable for such securities, and upon the request of the managing underwriterunderwriter(s) in such offering, it will such Holder shall not, without the prior written consent of the Companysuch managing underwriter(s), during the period commencing on the date of the final prospectus relating that is 10 days prior to the Company’s initial public consummation of such offering or any secondary public offeringand continuing until 180 days, as applicable, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) calendar days in the case of an initial public offering andInitial Public Offering, solely and 90 days, in the case of a holder all Public Offerings that are not an Initial Public Offering, after the commencement of shares of the Company’s Common Stockan underwritten offering, ninety (90) calendar days in the case of any secondary public offering (or such other period as may be requested by the Company or managing underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)) (i) lend, offeroffer to sell, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including (without limitation) shares of Common Stock Shares or any securities convertible into or into, exercisable for or exchangeable for shares of Common Stock Shares (whether now such shares or any such securities are then owned by the Holder or hereafter 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 any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired)such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. Optionee agrees that any transferee The foregoing provisions of this Section 3 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 Option or shares acquired pursuant Company are subject to the Option shall same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be bound reasonably requested by this Section 4the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto.