Common use of Market Standoff Clause in Contracts

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after the date hereof, the following provisions of this Section 2 shall apply, if and only if (x) the underwriters or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, that the officers or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, and (y) the Holders Beneficially Own shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice of the applicability of this Section 2, during the Market Standoff Period applicable to such Equity Securities Offering, each Holder will not, without the prior written consent of the Company, (i) directly or indirectly offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any Relevant Security, or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii), being referred to as a “Transfer”), regardless of whether such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that a transfer to a Permitted Assignee will not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers of Relevant Securities included in such Equity Securities Offering. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. (c) Subject to the provisions of Section 3(b), without the prior written consent of the Company, during the Market Standoff Period such Holder (i) will not participate in the filing with the SEC of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (ii) will not exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security (including without limitation pursuant to this Agreement).

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after the date hereof, the following provisions of this Section 2 shall applyThe Holder hereby agrees that, if and only if (x) the underwriters or initial purchasers retained requested by the Company to facilitate such offering requestmanaging underwriter, in connection with such offering, that the officers or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, and (y) the Holders Beneficially Own shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice of the applicability of this Section 2, during the Market Standoff Period applicable to such Equity Securities Offering, each Holder 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 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 (a) the publication or other distribution of research reports and (b) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto)) (i) directly or indirectly lend, offer, pledge, sell, agree contract to offer or sell, solicit offers sell any option or contract to purchase, purchase any option or contract to sell, grant any call option option, right or purchase any put option with respect towarrant to purchase, pledge, borrow or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including (without limitation) shares of Common Stock or any Relevant Security, securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired) or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative swap or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security (each any securities of the transactions 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 the immediately preceding clauses clause (i) and or (ii), being referred to as a “Transfer”), regardless of whether such transaction ) above is to be settled by delivery of Relevant Securities, other securities, in cash or other consideration; provided, however, that a transfer to a Permitted Assignee will otherwise. The foregoing covenants shall not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers of Relevant Securities included in such Equity Securities Offering. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. (c) Subject apply to the provisions sale of Section 3(b), without any shares by the prior written consent of Holder to an underwriter pursuant to an underwriting agreement and shall only be applicable to the Holder if all the Company’s executive officers, during the Market Standoff Period such directors and greater than one percent (1%) stockholders enter into similar agreements. The Holder agrees to execute an agreement(s) reflecting (i) will not participate in the filing with the SEC of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (ii) will above as may be requested by the managing underwriters at the time of the initial public offering or any secondary public offering, and further agrees that the Company may impose stop transfer instructions with its transfer agent in order to enforce the covenants in (i) and (ii) above. The restrictions in this Section 3.5.6 shall not exercise any rights apply to transfers to affiliates of the undersigned may have to require registration with Holder or purchases made in the SEC open market following the completion of any proposed offering covered by this Section 3.5.6 or sale to any resale public offerings in which the Holder is not selling shares of a Relevant Security (including without limitation pursuant to this Agreement)Common Stock for its own account.

Market Standoff. Notwithstanding anything to By accepting this Warrant, if the contrary set forth in this AgreementHolder is an officer, with respect to each Equity Securities Offering conducted after director or other person covered by the date hereofCompany's trading policies, the following provisions Holder agrees not to exercise this Warrant or sell any Warrant Shares acquired upon exercise of this Section 2 shall applyWarrant at a time when applicable laws, regulations or Company trading policies prohibit exercise or sale, including, without limitation, during any periods (typically during the period preceding the announcement of quarterly earnings or other material events) in which the Company closes the "trading window" for sales thereby prohibiting sales during such periods by Company officers, directors and others. In addition, whether Holder of this Warrant is an employee of the Company or not, if and only if (x) the underwriters or initial purchasers retained requested by the Company and an underwriter of the Common Stock (or other securities) of the Company, the Holder shall not pledge, sell, offer to facilitate such offering requestsell, in connection with such offeringcontract to sell, that grant any option to purchase, make any short sale or otherwise dispose of any Warrant of the officers Company, or directors any options or significant stockholders warrants to purchase any Shares of the Warrant of the Company refrain from selling or any Relevant Security during any period, and (y) the Holders Beneficially Own shares securities convertible into or exchangeable for Shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice , whether now owned or hereinafter acquired, owned directly by the Holder or with respect to which the Holder has beneficial ownership within the rules and regulations of the applicability of this Section 2, during Securities and Exchange Commission (the Market Standoff Period applicable to such Equity Securities Offering, each Holder will not, without the prior written consent of the Company, "Commission"); otherwise than (i) directly as a bona fide gift or indirectly offergifts, sell, provided that the donee or donees thereof agree to offer or sellbe bound by the restrictions set forth herein, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any Relevant Security, or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii), being referred to as a “Transfer”), regardless of whether such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that a transfer to any trust for the direct or indirect benefit of the Holder or his immediate family provided that the trustee of the trust agrees to be bound by the restrictions set forth herein, held by the Holder during the one hundred eighty (180) day period following the effective date of a Permitted Assignee will not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers registration statement of Relevant Securities included in such Equity Securities Offering. (b) Furthermore, each Holder hereby authorizes the Company during filed under the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. (c) Subject to the provisions of Section 3(b), without the prior written consent of the Company, during the Market Standoff Period such Holder (i) will not participate in the filing with the SEC of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (ii) will not exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security (including without limitation pursuant to this Agreement).Act provided that:

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after the date hereof, the following provisions of this Section 2 shall apply, if and only if (x) the underwriters or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, that the officers or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, and (y) the Holders Beneficially Own shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice The Investor hereby agrees that, during each period beginning on the date of the applicability of this Section 2Closing and ending on the date that is six (6) months after the Closing (a “Lock-up Period”), during the Market Standoff Period applicable to such Equity Securities Offering, each Holder Investor will not, without the prior written consent of the Company, (i) directly or indirectly indirectly, offer, pledge, sell, agree contract to offer or sell, solicit offers sell any option or contract to purchase, purchase any option or contract to sell, grant any call option option, right or warrant to purchase any put option with respect to, pledge, borrow or otherwise transfer or dispose of any Relevant Securityshares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, whether owned by the Investor as of the date hereof or hereafter acquired by the Investor or with respect to which the Investor has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative swap or any other agreement or any transaction or arrangement that transfers to anothertransfers, in whole or in part, any directly or indirectly, the economic consequence of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii)Lock-Up Securities, being referred to as a “Transfer”), regardless of whether any such swap or transaction is to be settled by delivery of Relevant Securities, Common Stock or other securities, in cash or other consideration; provided, however, that a transfer to a Permitted Assignee will not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers of Relevant Securities included in such Equity Securities Offeringotherwise. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transferNotwithstanding Section 5.06(a), and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. (c) Subject subject to the provisions of Section 3(b)conditions below, the Investor may transfer the Lock-Up Securities without the prior written consent of the Company, during provided that in the Market Standoff Period such Holder case of any transfer of Lock-Up Securities pursuant to clauses (i) will not participate in the filing with the SEC through (iv) of any registration statementthis Section 5.06(b), (1) each donee, trustee, distributee, or circulate transferee, as the case may be, shall agree in writing to be similarly bound during the balance of the Lock-Up Period, (2) any such transfer shall not involve a disposition for value, (3) any required public report or participate filing (including filings under Section 16(a) of the Exchange Act) shall disclose the nature of such transfer and that the Lock-Up Securities remain subject to the terms set forth in this Section 5.06, and (4) the circulation of Investor does not otherwise voluntarily effect any preliminary public filing or final prospectus report regarding such transfers: (i) as a bona fide gift or other disclosure document with respect gifts, including to any proposed offering or sale of a Relevant Security and charitable organizations; or (ii) will not exercise any rights to an Affiliate of the undersigned may have Investor; or (iii) to require registration with the SEC a nominee or custodian of any proposed offering Person to whom a transfer would be permissible under clauses (i) or sale (ii) above; or (iv) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company and made to all holders of shares of the Company’s capital stock involving a Relevant Security Change of Control (as defined below) (including without limitation pursuant negotiating and entering into an agreement providing for any such transaction), provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the Investor’s Lock-Up Securities shall remain subject to this Agreement)Section 5.06.

Market Standoff. Notwithstanding anything to Each Holder hereby agrees that such Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the contrary set forth in this Agreementpurchase of, or enter into any hedging or similar transaction with respect to each Equity Securities the same economic effect as a sale, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (including the Notes and, if applicable, shares of the Preferred Stock) held immediately before the effective date of the registration statement for the Initial Public Offering conducted after held by such Holder during the 180-day period following the effective date hereof, of the following Initial Offering (the “Lock-up Period”). The foregoing provisions of this Section 2 shall apply, if and 7(a) shall: (A) apply only if to the Initial Public Offering; (xB) not apply to the underwriters or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, that the officers or directors or significant stockholders sale of the Company refrain from selling any Relevant Security during any period, and (y) the Holders Beneficially Own shares of Common Stock representing at least 5% to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the fully diluted equity interests Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrantsrestrictions set forth herein, and the exercise of all outstanding options, warrants and other rights to purchase or acquire provided further that any Common Stock of the Company): (a) Following notice of the applicability of this Section 2, during the Market Standoff Period applicable to such Equity Securities Offering, each Holder will not, without the prior written consent of the Company, (i) directly or indirectly offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any Relevant Security, or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of transfer shall not involve a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii), being referred to as a “Transfer”), regardless of whether such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other considerationdisposition for value; provided, however, that a transfer to a Permitted Assignee will the foregoing restrictions shall not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers of Relevant Securities included in such Equity Securities Offering. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder andapply, in the case of Relevant Securities for which a Holder that is an entity, to the transfer of any shares to an Affiliate of such Holder is or any of the Beneficial Owner but not Holder’s stockholders, members, partners or other equity holders, provided that such Affiliate, stockholder, member, partner or other equity holder agrees to be bound in writing by the record restrictions set forth herein and no public disclosure or filing under the Exchange Act by any party to the transfer (the Holder, Affiliate, stockholder, member, partner or other equity holder) shall be required, agrees or made voluntarily, during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, Lock-up Period; and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. (cC) Subject be applicable to the provisions of Section 3(b), without the prior written consent Holder only if all executive officers and directors and stockholders individually owning more than 1% of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all Notes) are subject to the same restrictions. The underwriters in connection with such Initial Public Offering are intended third-party beneficiaries of this Section 7(a) and shall have the right, during power and authority to enforce the Market Standoff Period provisions hereof as though they were a party hereto. Each Holder further agrees to execute such Holder (iagreements as may be reasonably requested by the underwriters in connection with such Initial Public Offering that are consistent with this Section 7(a) will not participate in or that are reasonably requested to give further effect thereto. Any discretionary waiver or termination of the filing with the SEC restrictions of any registration statementor all of such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, or circulate or participate in based on the circulation number of any preliminary or final prospectus or other disclosure document with respect shares subject to any proposed offering or sale of a Relevant Security and (ii) will not exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security (including without limitation pursuant to this Agreement)such agreements.

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after the date hereof, the following provisions of this Section 2 shall apply, if and only if (x) the underwriters or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, that the officers or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, and (y) the Holders Beneficially Own shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice The Investor hereby agrees that, during each period beginning on the date of the applicability of this Section 2Closing and ending on the date that is one hundred twenty (120) days after the Closing (a “Lock-up Period”), during the Market Standoff Period applicable to such Equity Securities Offering, each Holder Investor will not, without the prior written consent of the Company, (i) directly or indirectly indirectly, offer, pledge, sell, agree contract to offer or sell, solicit offers sell any option or contract to purchase, purchase any option or contract to sell, grant any call option option, right or warrant to purchase any put option with respect to, pledge, borrow or otherwise transfer or dispose of any Relevant Securityshares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, whether owned by the Investor as of the date hereof or hereafter acquired by the Investor or with respect to which the Investor has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative swap or any other agreement or any transaction or arrangement that transfers to anothertransfers, in whole or in part, any directly or indirectly, the economic consequence of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii)Lock-Up Securities, being referred to as a “Transfer”), regardless of whether any such swap or transaction is to be settled by delivery of Relevant Securities, Common Stock or other securities, in cash or other consideration; providedotherwise, howeveror (iii) make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a short sale of or the purpose of which is to offset the loss that results from a transfer to a Permitted Assignee will not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers decline in the market price of Relevant Securities included in such Equity Securities Offeringthe Lock-Up Securities. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transferNotwithstanding Section 5.06(a), and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. (c) Subject subject to the provisions of Section 3(b)conditions below, the Investor may transfer the Lock-Up Securities without the prior written consent of the Company, during provided that in the Market Standoff Period such Holder case of any transfer of Lock-Up Securities pursuant to clauses (i) will not participate in the filing with the SEC through (iv) of any registration statementthis Section 5.06(b), (1) each donee, trustee, distributee, or circulate transferee, as the case may be, shall agree in writing to be similarly bound during the balance of the Lock-Up Period, (2) any such transfer shall not involve a disposition for value, (3) any required public report or participate filing (including filings under Section 16(a) of the Exchange Act) shall disclose the nature of such transfer and that the Lock-Up Securities remain subject to the terms set forth in this Section 5.06, and (4) the circulation of Investor does not otherwise voluntarily effect any preliminary public filing or final prospectus report regarding such transfers: (i) as a bona fide gift or other disclosure document with respect gifts, including to any proposed offering or sale of a Relevant Security and charitable organizations; or (ii) will not exercise any rights to an Affiliate of the undersigned may have Investor; or (iii) to require registration with the SEC a nominee or custodian of any proposed offering Person to whom a transfer would be permissible under clauses (i) or sale (ii) above; or (iv) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company and made to all holders of shares of the Company’s capital stock involving a Relevant Security Change of Control (as defined below) (including without limitation pursuant negotiating and entering into an agreement providing for any such transaction), provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the Investor’s Lock-Up Securities shall remain subject to this Agreement)Section 5.06.

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after the date hereof, the following provisions of this Section 2 shall apply, if and only if (x) the underwriters or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, Each Stockholder agrees that the officers Stockholder shall not make any sale, transfer or directors or significant stockholders other disposition of the Company refrain Restricted Securities for a period of nine months from selling any Relevant Security during any period, and the Effective Time (y) the Holders Beneficially Own shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice of the applicability of this Section 2, during the Market Standoff Period applicable to such Equity Securities Offering, each Holder will not, without the prior written consent of the Company, (i) directly or indirectly offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any Relevant Security, or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii), being referred to as a “TransferLock-Up Period”), regardless of whether such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that the foregoing restriction is expressly agreed to preclude the Stockholder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a transfer to a Permitted Assignee will not sale or disposition of the Stockholder’s Restricted Securities, even if such Restricted Securities would be subject to this Section 2 and disposed of by someone other than the Stockholder; provided, further, that this Section 2(a) will not prohibit transfers of Relevant notwithstanding the foregoing, a Stockholder may transfer the Stockholder’s Restricted Securities included in such Equity Securities Offering. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Lock-Up Period (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to cause be bound in writing by the restrictions set forth herein, (ii) to any transfer agent trust for the Relevant Securities direct or indirect benefit of the Stockholder or the Stockholder’s immediate family, provided that the trustee of the trust agrees to decline to transferbe bound in writing by the restrictions set forth herein, and to note stop provided further that any such transfer restrictions on the stock register and other records relating toshall not shall not involve a disposition for value, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. or (ciii) Subject to the provisions of Section 3(b), without with the prior written consent of Acquirer; provided, further, that the Companyforegoing restriction shall not apply to those Restricted Securities registered under a registration statement effected pursuant to Section 2 hereof, but shall apply (or continue to apply, as the case may be) to any Restricted Securities not so registered, even if a portion of Stockholder’s Restricted Securities have been so registered. Notwithstanding anything contained in this Agreement to the contrary, Stockholder may not transfer Stockholder’s Restricted Securities during the Market Standoff Lock-Up Period such Holder (i) will not participate in the filing with the SEC to an affiliate of any registration statementStockholder, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (ii) will to any transferee who is a partner (general or limited, active or retired (who retires after the date hereof)), a current or former member, or a stockholder of Stockholder that is a partnership, limited liability company or corporation, respectively. Following the expiration of the Lock-Up Period, Stockholder shall not exercise make any rights sale, transfer or other disposition of Stockholder’s Restricted Securities in violation of the undersigned may have to require registration with Securities Act or the SEC of any proposed offering or sale of a Relevant Security (including without limitation pursuant to this Agreement)rules and regulations promulgated thereunder.

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after the date hereof, the following provisions of this Section 2 shall apply, if and only if (x) the underwriters or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, that the officers or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, and (y) the Holders Beneficially Own shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice of the applicability of this Section 2The Buyer hereby agrees that, during the Market Standoff Period applicable to such Equity Securities Offeringperiod beginning on the Closing Date and ending on the date that is six (6) months after the Closing Date (the “Lock-up Period”), each Holder the Buyer will not, without the prior written consent of the CompanyCompany and the Issuer, (i) directly or indirectly indirectly, offer, pledge, sell, agree contract to offer or sell, solicit offers sell any option or contract to purchase, purchase any option or contract to sell, grant any call option option, right or warrant to purchase any put option with respect to, pledge, borrow or otherwise transfer or dispose of any Relevant Securitycommon shares of the Issuer (the “Common Shares”), or any securities convertible into or exercisable or exchangeable for Common Shares, whether owned by the Buyer as of the date hereof or hereafter acquired by the Buyer or with respect to which the Buyer has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative swap or any other agreement or any transaction or arrangement that transfers to anothertransfers, in whole or in part, any directly or indirectly, the economic consequence of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii)Lock-Up Securities, being referred to as a “Transfer”), regardless of whether any such swap or transaction is to be settled by delivery of Relevant Securities, Common Shares or other securities, in cash or other consideration; provided, however, that a transfer to a Permitted Assignee will not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers of Relevant Securities included in such Equity Securities Offeringotherwise. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transferNotwithstanding Section 5(a), and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. (c) Subject subject to the provisions of Section 3(b)conditions below, the Buyer may transfer the Lock-Up Securities without the prior written consent of the CompanyCompany and the Issuer, during provided that in the Market Standoff Period such Holder case of any transfer of Lock-Up Securities pursuant to clauses (i) will not participate in the filing with the SEC through (iv) of any registration statementthis Section 5(b), (1) each donee, trustee, distributee, or circulate transferee, as the case may be, shall agree in writing to be similarly bound during the balance of the Lock-Up Period, (2) any such transfer shall not involve a disposition for value, (3) any required public report or participate filing (including filings under Section 16(a) of the Exchange Act) shall disclose the nature of such transfer and that the Lock-Up Securities remain subject to the terms set forth in this Section 5, and (4) the circulation of Buyer does not otherwise voluntarily effect any preliminary public filing or final prospectus report regarding such transfers: (i) as a bona fide gift or other disclosure document with respect gifts, including to any proposed offering or sale of a Relevant Security and charitable organizations; (ii) will not exercise any rights to an affiliate (as defined in Rule 501 of Regulation D under the undersigned may have 1933 Act) of the Buyer; (iii) to require registration with the SEC a nominee or custodian of any proposed offering person to whom a transfer would be permissible under clauses (i) or sale (ii) above; or (iv) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company and made to all holders of Common Share involving a Relevant Security Change of Control (as defined below) (including without limitation pursuant negotiating and entering into an agreement providing for any such transaction), provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the Buyer’s Lock-Up Securities shall remain subject to this AgreementSection 5. For purposes of Section 5, “Change of Control” means the transfer to or acquisition by (whether by tender offer, merger, consolidation, division or other similar transaction), in one transaction or a series of related transactions, a person or group of affiliated persons of the Issuer’s voting securities if, after such transfer or acquisition, such person or group of affiliated persons would beneficially own (as defined in Rule 13d-3 under the Exchange Act) more than 90% of the outstanding voting securities of the Issuer.

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after From the date hereofhereof until 60 days following the Closing Date, the following provisions of this Section 2 shall apply, if and only if (x) the underwriters or initial purchasers retained by neither the Company nor any Subsidiary shall issue, enter into any agreement to facilitate such offering request, in connection with such offering, that issue or announce the officers issuance or directors or significant stockholders proposed issuance of the Company refrain from selling any Relevant Security during any period, and (y) the Holders Beneficially Own shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock Equivalents. Notwithstanding the foregoing, this Section 4(k) shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance. “Exempt Issuance” means the Company): issuance of (a) Following notice shares of Common Stock or options to employees, officers or directors of the applicability Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued pursuant to the Offering and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Section 2Agreement, during provided that such securities have not been amended since the Market Standoff Period applicable date of this Agreement to increase the number of such Equity Securities Offeringsecurities or to decrease the exercise price, each Holder will notexchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, without and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the prior written consent disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule 144 may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in this Section 4(k), and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly offerrelated to the business of the Company or the market for the Common Stock, sell, agree provided that the issuance of convertible securities with anti-dilution provisions that provide for the adjustment of the conversion or exercise price of the securities upon the future issuance of lower priced securities shall not be deemed to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any Relevant Security, be a Variable Rate Transaction or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter enters into any swapagreement, derivative or other transaction or arrangement that transfers to anotherincluding, in whole or in partbut not limited to, any economic consequence an equity line of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii)credit, being referred to as a “Transfer”), regardless of whether such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that a transfer to a Permitted Assignee will not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers of Relevant Securities included in such Equity Securities Offering. (b) Furthermore, each Holder hereby authorizes whereby the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securitiesmay issue securities at a future determined price. (c) Subject to the provisions of Section 3(b), without the prior written consent of the Company, during the Market Standoff Period such Holder (i) will not participate in the filing with the SEC of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (ii) will not exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security (including without limitation pursuant to this Agreement).

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after the date hereof, the following provisions of this Section 2 shall apply, if and only if (x) the underwriters or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, that the officers or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, and (y) the Holders Beneficially Own shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice of the applicability of this Section 2, during the Market Standoff Period applicable to such Equity Securities Offering, each Holder will not, without the prior written consent of the Company, (i) directly or indirectly offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any Relevant Security, or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii), being referred to as a “Transfer”), regardless of whether such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that a transfer to a Permitted Assignee will not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers of Relevant Securities included in such Equity Securities Offering. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. (c) Subject to the provisions of Section 3(b), without the prior written consent of the Company, during the Market Standoff Period such Holder (i) will not participate in the filing with the SEC of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (ii) will not exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security (including without limitation pursuant to this Agreement).

Market Standoff. Notwithstanding anything to The Purchaser agrees that, for so long as it “beneficially owns” (within the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after meaning of Rule 13d-3 under the date hereof, the following provisions of this Section 2 shall apply, if and only if Exchange Act) more than five percent (x5%) the underwriters or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, that the officers or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, and (y) the Holders Beneficially Own shares of Common Stock representing then outstanding, it, at least 5% the request of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrantsapplicable managing underwriter, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice of the applicability of this Section 2, during the Market Standoff Period applicable to such Equity Securities Offering, each Holder will not, directly or indirectly, without the prior written consent of such managing underwriter, during the Companyperiod commencing on the date of the final prospectus relating to an underwritten public offering of Common Stock, or of securities convertible into or exercisable for Common Stock, and ending on the date specified by the managing underwriter of such offering (such period not to exceed ninety (90) days) (i) directly or indirectly lend, offer, pledge, sell, agree contract to offer or sell, solicit offers sell any option or contract to purchase, purchase any option or contract to sell, grant any call option option, right or purchase any put option with respect towarrant to purchase, pledge, borrow or otherwise transfer or dispose of, any shares of Common Stock or any Relevant Securitysecurities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Purchaser or are thereafter acquired), or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative swap or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security (each of the transactions Common Stock, whether any such transaction described in the immediately preceding clauses clause (i) and or (ii), being referred to as a “Transfer”), regardless of whether such transaction ) above is to be settled by delivery of Relevant Securities, Common Stock or such other securities, in cash or other considerationotherwise; provided, however, that a transfer to a Permitted Assignee will not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers of Relevant Securities included in such Equity Securities Offering. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. (c) Subject to the provisions of Section 3(b), without the prior written consent of the Company, during the Market Standoff Period such Holder (i) will the foregoing provisions of this Section 3(N) (x) shall not participate in apply to the filing with the SEC sale of any registration statementshares of Common Stock to an underwriter pursuant to an underwriting agreement, or circulate or participate in and (y) shall only be applicable to the circulation Purchaser if all officers and directors and each “beneficial owner” of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale more than five percent (5%) of a Relevant Security the outstanding Common Stock of the Company enter into similar agreements; and (ii) the restrictions imposed by this Section 3(N) will not exercise be subject to customary exceptions and will be no more restrictive than any rights such similar agreements (and, for the undersigned may have avoidance of doubt, any exceptions, waivers or other forbearances granted to require registration with the SEC of any proposed offering such officer, director or sale of a Relevant Security (including without limitation beneficial owner, whether pursuant to such similar agreements or otherwise, will equally apply to the Purchaser). The underwriters in connection with any such underwritten public offering of Common Stock are intended third party beneficiaries of this Agreement)Section 3(N) and shall have the right, power and authority to enforce the provisions of this Section 3(N) as though they were a party hereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Note and the Shares until the end of such period. Notwithstanding anything to the contrary in the foregoing, this Section 3(N) will cease to apply upon the earlier of (x) May 11, 2021; and (y) the time the Purchaser no longer “beneficially owns” any Notes or Shares issued upon conversion of the Notes.

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after the date hereof, the following provisions of this Section 2 shall apply, if and only if (x) the underwriters or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, that the officers or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, and (y) the Holders Beneficially Own shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice No holder of Parent Merger Shares or Parent Stock Purchase Shares (each a “Holder”) shall, for a period of six months following the applicability of this Section 2, during the Market Standoff Period applicable to such Equity Securities Offering, each Holder will notClosing, without the prior written consent of the CompanyParent, offer sell, contract to sell, pledge or otherwise dispose of, (ior enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such Holder, any affiliate of such Holder or any person in privity with such Holder or any affiliate of such Holder) directly or indirectly offerindirectly, sellincluding by participation in the filing of a registration statement with the SEC in respect of, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any Relevant Security, or (ii) establish or increase any “a put equivalent position” position or liquidate or decrease any “a call equivalent position” (in each case position within the meaning of Section 16 of the Exchange Act) Act with respect to to, any Relevant Securityshares of capital stock of Parent or any securities convertible into, or otherwise enter into exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any swapsuch transaction. Nothing in this Agreement shall restrict or limit the investment banking, derivative lending, broker-dealer or other transaction asset management activities of any Holder or arrangement that transfers to another, in whole or in part, any economic consequence affiliate of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii), being referred to as a “Transfer”), regardless of whether such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that a transfer to a Permitted Assignee will not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers of Relevant Securities included in such Equity Securities Offeringany Holder. (b) FurthermoreSection 6.10(a) shall not apply to (i) any pledge of shares of Parent capital stock made pursuant to a bona fide loan transaction that creates a mere security interest, each Holder hereby authorizes the Company during the Market Standoff Period to cause (ii) any transfer agent to the ancestors, descendants or spouse or to trusts for the Relevant Securities benefits of such persons; (iii) any transfer to decline partners, members, wholly-owned subsidiaries or shareholders of such Holder; (iv) any bona fide gift; or (v) any transfer to transferemployees, former employees or consultants of STT Communications to any stock incentive or option plan that STT Communications may establish for their benefit or in substitution for options of STT Communications outstanding as of the Closing Date; provided that (A) the transferring Holder shall inform Parent of such pledge, transfer or gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish Parent with a written agreement to note stop transfer restrictions on the stock register be bound by and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. (c) Subject to the comply with all provisions of Section 3(b), without the prior written consent of the Company, during the Market Standoff Period such Holder (i) will not participate in the filing with the SEC of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (ii) will not exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security (including without limitation pursuant to this Agreement)6.10.

Market Standoff. Notwithstanding anything to During the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after period commencing on the date hereof, of the Closing and lasting until the date that is the later of (i) at least two (2) years following provisions of this Section 2 shall apply, if the date hereof and only if (xii) one hundred and eighty (180) days following (A) the underwriters or initial purchasers retained by first date in which the Company to facilitate such offering request, in connection with such offering, that the officers or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, and (y) the Holders Beneficially Own Company’s shares of Common Stock representing at least 5% commence trading on a Stock Exchange (e.g., the 181st day) or (B) the closing of a SPAC Transaction (e.g., the fully diluted equity interests in 18l8t day) (the Company (calculated giving effect to the conversion “Initial Lock-up Period”), neither Amgen nor any of all Notes and the exercise of all Warrantsits Affiliates shall, and the exercise of all outstanding options, warrants and other rights to purchase directly or acquire any Common Stock of the Company): (a) Following notice of the applicability of this Section 2, during the Market Standoff Period applicable to such Equity Securities Offering, each Holder will notindirectly, without the prior written consent of the Company: (a) offer, (i) directly or indirectly offerpledge, sell, agree contract to offer or sell, solicit offers sell any option or contract to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise transfer or dispose of any Relevant Security, or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 equity securities of the Exchange Act) Company or any securities convertible into or exercisable or exchangeable for equity securities of the Company, whether now owned or hereafter acquired by the undersigned or with respect to any Relevant Securitywhich the undersigned has or hereafter acquires the power of disposition (collectively, or otherwise the “LockUp Securities”); (b) enter into any swap, derivative swap or any other hedging transaction or arrangement that transfers to anothertransfers, in whole or in part, any directly or indirectly, the economic consequence of ownership of a Relevant Security the Lock-Up Securities (each of the transactions described in the immediately preceding clauses (i) and (ii), being referred to as a “TransferHedging Transaction”), regardless of whether any such swap or transaction is to be settled by delivery of Relevant Securities, Common Stock or other securities, in cash or other consideration; provided, however, that a transfer to a Permitted Assignee will not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers of Relevant Securities included in such Equity Securities Offering. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities.otherwise; (c) Subject demand or request that the Company register for sale any Lock-Up Securities held by Amgen or its Affiliates, or otherwise exercise any of its registration rights (including any “piggy-back” registration rights”); and (d) publicly announce any intention to do any of the provisions foregoing. In addition, commencing upon the end of Section 3(b), without the prior written consent Initial Lock-Up Period and lasting through the date that the Amgen and its Affiliates continue to hold at least ten percent (10.0%) of the outstanding capital stock of the Company, during Amgen and its Affiliates may sell up to five percent (5.0%) of the Market Standoff Period total number of shares of outstanding capital stock of the Company in any a rolling twelve (12) month period. The foregoing restrictions shall not prohibit Amgen or its Affiliates from transferring Lock-Up Securities to one of its Affiliates if such Holder transferee executes an agreement with the Company to bound by the provisions of this Letter Agreement. The restrictions of this Section 8 shall cease to apply if a Fall-Away Event occurs. For purposes of clarity, this Section 8 is intended to supplement Section 2.11 of the Investors’ Rights Agreement (i) will not participate as defined in the filing with the SEC of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (ii) will not exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security (including without limitation pursuant to this Purchase Agreement), and Amgen (on behalf of itself and its Affiliates) agrees, in accordance with Section 2.11 thereof, to execute a lock-up agreement in favor of the underwriters in connection with an initial public offering of the Company.

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after the date hereofClosing Date, the following provisions of this Section 2 3 shall apply, if and only if (x) the underwriters or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, that the officers or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, and (y) either (1) any nominee designated by the Holders pursuant to Section 2(a) is a member of the Board, or (2) the Holders Beneficially Own shares of Common Stock representing at least 510% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or to acquire any Common Stock of the Company): (a) Following notice Without the prior written consent of the applicability of this Section 2Company, during the Market Standoff Period applicable to such Equity Securities Offering, each Holder will not, without the prior written consent of the Company, not (i) ), directly or indirectly indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any Relevant Security, or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii), being referred to as a “Transfer”), regardless of whether such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that a transfer Transfer to a Permitted Assignee will not be subject to this Section 2 3 as long as (x) such Transfer is effected in accordance with applicable securities laws; (y) such transferee agrees in writing to become subject to the terms of this Agreement as a Holder; and provided(z) the Company is given written notice by such Holder of such Transfer, further, that this Section 2(a) will not prohibit transfers stating the name and address of Relevant Securities included in such Equity Securities Offeringthe transferee and identifying the Shares being Transferred. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. (c) Subject to the provisions of Section 3(b4(b), without the prior written consent of the Company, during the Market Standoff Period such Holder (ix) will not participate in the filing with the SEC of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (iiy) will not exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security (including without limitation pursuant to this Agreement).

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect Agreement and to each Equity Securities Offering conducted after the date hereof, the following provisions of this Section 2 shall apply, if and only if (x) the underwriters or initial purchasers retained extent requested by the Company to facilitate such offering request, Corporation and the managing underwriter of securities of the Corporation in connection with such offering, that the officers or directors or significant stockholders an initial public offering of the Company refrain from selling any Relevant Security during any periodCorporation pursuant to a registration statement on Form S-1 (the “IPO”), each Stockholder and (y) the Holders Beneficially Own shares of Common Stock representing at least 5% each natural person serving as a director or executive officer of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice of the applicability of this Section 2, during the Market Standoff Period applicable to such Equity Securities Offering, each Holder will Corporation shall not, without the prior written consent of the Companymanaging underwriters in the IPO, (i) directly or indirectly offer, sell, agree to offer or sell, solicit offers to purchasemake any short sale of, grant or sell any call option or for the purchase any put option with respect toof, lend, pledge, borrow dispose of or otherwise dispose of any Relevant SecurityTransfer (directly or indirectly), or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative swap or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii), being referred to as a “Transfer”), regardless of whether any such transaction is described above or is to be settled by delivery of Relevant Securities, Shares or other securities, cash in cash, or other considerationotherwise), any Shares then owned by such Stockholder, or enter into an agreement to do any of the foregoing, for up to one hundred and eighty (180) days commencing on the effective date of such registration statement on Form S-1 filed under the Securities Act; provided, howeverthat, the foregoing shall apply only to the IPO, shall not apply to the sale of any Shares to an underwriter pursuant to an underwriting agreement or the transfer of any Shares in accordance with Section 5.2(e) (provided that such permitted transferee under Section 5.2(e) agrees to be bound in writing to the restrictions set forth herein), and shall be applicable to the Stockholders only if the Corporation obtains a transfer to a Permitted Assignee will not be subject to this Section 2 and providedsimilar agreement from all stockholders of the Corporation individually owning more than one percent (1%) of the Corporation’s Outstanding Shares (which, further, that this Section 2(a) will not prohibit transfers of Relevant Securities included in such Equity Securities Offering. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transferavoidance of doubt, and to note stop transfer restrictions on the stock register and other records relating toshall include any holders of securities exchangeable, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. (c) Subject to the provisions of Section 3(btransferrable or convertible into Shares), without the prior written consent . Any discretionary waiver or termination of the Company, during restrictions by the Market Standoff Period such Holder (i) will not participate in Corporation or the filing with the SEC underwriters of any registration statement, or circulate or participate in the circulation all of any preliminary or final prospectus or other disclosure document such restrictions with respect to any proposed officer or director of the Corporation or a holder of 1% or more of the Corporation’s Outstanding Shares shall apply pro rata to all Stockholders, based on the number of shares subject to such restrictions; provided that the prior sentence shall not apply to (a) waivers or terminations granted in an amount less than or equal to 1% of the Corporation’s Outstanding Shares or (b) any primary or secondary public offering or sale that is underwritten and in which each Stockholder that is party to the Registration Rights Agreement is offered the opportunity to participate. For purposes of a Relevant Security and (ii) will not exercise this paragraph, “Corporation” includes any rights wholly owned subsidiary of the undersigned Corporation into which the Corporation merges or consolidates. The Corporation may have to require registration with place restrictive legends on the SEC of any proposed offering or sale of a Relevant Security (including without limitation pursuant certificates representing the Shares subject to this Agreement)paragraph and may impose stop transfer instructions with respect to the Shares of each Stockholder until the end of such period. Each Stockholder shall enter into any customary agreement reasonably required by the underwriters to the IPO to implement the foregoing within any reasonable timeframe so requested. The underwriters for any IPO are intended third party beneficiaries of this Section 5.4 and shall have the right, power and authority to enforce the provisions of this Section 5.4 as though they were parties hereto. The underwriters for any IPO are intended third party beneficiaries of this Section 5.4 and shall have the right, power and authority to enforce the provisions of this Section 5.4 as though they were parties hereto.

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after the date hereof, the following provisions of this Section 2 shall apply, if and only if (x) the underwriters or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, The Warrantholder hereby agrees that the officers or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, and (y) the Holders Beneficially Own shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice of the applicability of this Section 2, during the Market Standoff Period applicable to such Equity Securities Offering, each Holder 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 Initial Public Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly offerindirectly, sell, agree to offer any shares of Common Stock or sell, solicit offers to purchase, grant any call option securities convertible into or purchase any put option with respect to, pledge, borrow exercisable or otherwise dispose exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of any Relevant Security, the registration statement for such offering or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative swap or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of a Relevant Security (each of the transactions such securities, whether any such transaction described in the immediately preceding clauses clause (i) and or (ii), being referred to as a “Transfer”), regardless of whether such transaction ) above is to be settled by delivery of Relevant Securities, Common Stock or other securities, cash in cash, or other consideration; providedotherwise. The foregoing provisions of this Section 10(f) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, however, that a transfer and shall be applicable to a Permitted Assignee will not be the Warrantholder only if all officers and directors of the Company are subject to this Section 2 the same restrictions and provided, further, that this Section 2(a) will not prohibit transfers of Relevant Securities included in such Equity Securities Offering. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. obtains a similar agreement from all stockholders individually beneficially owning more than one percent (c1%) Subject to the provisions of Section 3(b), without the prior written consent of the Company’s outstanding Common Stock (calculated on a fully-diluted, during the Market Standoff Period such Holder (i) will not participate as-exercised, as-converted basis)). The underwriters in the filing connection with the SEC Initial Public Offering are intended third party beneficiaries of any registration statementthis Section 10(f) and shall have the right, or circulate or participate power, and authority to enforce the provisions hereof as though they were a party hereto. The Warrantholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (ii) will not exercise any rights the undersigned may have to require registration connection with the SEC of any proposed offering Initial Public Offering that are consistent with this Section 10(f) or sale of a Relevant Security (including without limitation pursuant that are necessary to this Agreement)give further effect thereto.

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after the date hereof, the following provisions of this Section 2 shall apply, if and only if (x) the underwriters or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, Each Stockholder agrees that the officers Stockholder shall not make any sale, transfer or directors or significant stockholders other disposition of the Company refrain Restricted Securities for a period of nine months from selling any Relevant Security during any period, and the Effective Time (y) the Holders Beneficially Own shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice of the applicability of this Section 2, during the Market Standoff Period applicable to such Equity Securities Offering, each Holder will not, without the prior written consent of the Company, (i) directly or indirectly offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any Relevant Security, or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii), being referred to as a “TransferLock-Up Period”), regardless of whether such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that the foregoing restriction is expressly agreed to preclude the Stockholder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a transfer to a Permitted Assignee will not sale or disposition of the Stockholder’s Restricted Securities, even if such Restricted Securities would be subject to this Section 2 and disposed of by someone other than the Stockholder; provided, further, that this Section 2(a) will not prohibit transfers of Relevant notwithstanding the foregoing, a Stockholder may transfer the Stockholder’s Restricted Securities included in such Equity Securities Offering. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Lock-Up Period (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to cause be bound in writing by the restrictions set forth herein, (ii) to any transfer agent trust for the Relevant Securities direct or indirect benefit of the Stockholder or the Stockholder’s immediate family, provided that the trustee of the trust agrees to decline to transferbe bound in writing by the restrictions set forth herein, and to note stop provided further that any such transfer restrictions on the stock register and other records relating toshall not shall not involve a disposition for value, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. or (ciii) Subject to the provisions of Section 3(b), without with the prior written consent of Acquirer; provided, further, that the Companyforegoing restriction shall not apply to those Restricted Securities registered under a registration statement effected pursuant to Section 2 hereof, but shall apply (or continue to apply, as the case may be) to any Restricted Securities not so registered, even if a portion of Stockholder’s Restricted Securities have been so registered. Notwithstanding anything contained in this Agreement to the contrary, Stockholder may not transfer Stockholder’s Restricted Securities during the Market Standoff Lock-Up Period such Holder (i) will to an affiliate of Stockholder, or (ii) to any transferee who is a partner (general or limited, active or retired (who retires after the date hereto)), a current or former member, or a stockholder of Stockholder that is a partnership, limited liability company or corporation, respectively. Following the expiration of the Lock-Up Period, Stockholder shall not participate make any sale, transfer or other disposition of Stockholder’s Restricted Securities in violation of the filing with Securities Act or the SEC rules and regulations promulgated thereunder. For purposes of this Section 1.2(d) “hedging or other transactions” shall include without limitation any short sale or any purchase, sale or grant of any registration statement, right (including without limitation any put or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document call option) with respect to any proposed offering of the Stockholder’s Restricted Securities or sale with respect to any security that includes, relates to, or derives any significant part of a Relevant Security and its value from such Restricted Securities. Also for purposes of this Section 1.2(d), “immediate family” shall mean any relationship by blood, marriage or adoption, not more distant than first cousin (ii) will not exercise any rights the undersigned may have to require registration with the SEC or first cousin of any proposed offering or sale of a Relevant Security (including without limitation pursuant to this Agreementspouse).

Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after the date hereof, the following provisions of this Section 2 shall apply, if and only if (x) the underwriters or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, that the officers or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, and (y) the Holders Beneficially Own shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving effect to the conversion of all Notes and the exercise of all Warrants, and the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company): (a) Following notice of the applicability of this Section 2The Investor hereby agrees that, during each period beginning on the Market Standoff Period applicable to date of any Closing and ending on the date that is six (6) months after such Equity Securities OfferingClosing (a “Lock-up Period”), each Holder the Investor will not, without the prior written consent of the Company, (i) directly or indirectly indirectly, offer, pledge, sell, agree contract to offer or sell, solicit offers sell any option or contract to purchase, purchase any option or contract to sell, grant any call option option, right or warrant to purchase any put option with respect to, pledge, borrow or otherwise transfer or dispose of any Relevant Securityshares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, whether owned by the Investor as of the date hereof or hereafter acquired by the Investor or with respect to which the Investor has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security, or otherwise enter into any swap, derivative swap or any other agreement or any transaction or arrangement that transfers to anothertransfers, in whole or in part, any directly or indirectly, the economic consequence of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i) and (ii)Lock-Up Securities, being referred to as a “Transfer”), regardless of whether any such swap or transaction is to be settled by delivery of Relevant Securities, Common Stock or other securities, in cash or other consideration; provided, however, that a transfer to a Permitted Assignee will not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers of Relevant Securities included in such Equity Securities Offeringotherwise. (b) Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant Securities to decline to transferNotwithstanding Section 5.08(a), and to note stop transfer restrictions on the stock register and other records relating to, any Relevant Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. (c) Subject subject to the provisions of Section 3(b)conditions below, the Investor may transfer the Lock-Up Securities without the prior written consent of the Company, during provided that in the Market Standoff Period such Holder case of any transfer of Lock-Up Securities pursuant to clauses (i) will through (iii) of this Section 5.08(b), (1) each donee, trustee, distributee, or transferee, as the case may be, shall agree in writing to be similarly bound during the balance of the Lock-Up Period, (2) any such transfer shall not participate involve a disposition for value, (3) any required public report or filing (including filings under Section 16(a) of the Exchange Act) shall disclose the nature of such transfer and that the Lock-Up Securities remain subject to the terms set forth in this Section 5.08, and (4) the Investor does not otherwise voluntarily effect any public filing or report regarding such transfers: (1) as a bona fide gift or gifts, including to charitable organizations; or (2) to an Affiliate of the Investor; or (3) to a nominee or custodian of any Person to whom a transfer would be permissible under clauses (1) or (2) above; or (4) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company and made to all holders of shares of the Company’s capital stock involving a Change of Control (as defined below) (including negotiating and entering into an agreement providing for any such transaction), provided that in the filing with the SEC of any registration statementevent that such tender offer, or circulate or participate in the circulation of any preliminary or final prospectus merger, consolidation or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (ii) will similar transaction is not exercise any rights completed, the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security (including without limitation pursuant Investor’s Lock-Up Securities shall remain subject to this Agreement)Section 5.08.