Common use of Market Standoff Clause in Contracts

Market Standoff. Each Investor hereby agrees that Investor shall not, subject to certain exceptions, without the prior written consent of the representatives on behalf of the underwriters, at any time prior to the one year anniversary of the date of the final prospectus for the Company’s initial public offering (the “Restricted Period”): (a) 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, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of Company Common Stock; (b) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of Company Common Stock or any securities convertible into or exercisable or exchangeable for Company Common Stock; or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Company Common Stock; whether any such transaction described above is to be settled by delivery of Company Common Stock or such other securities, in cash or otherwise. In addition, such Investor agrees that, without the prior written consent of the representatives on behalf of the underwriters, Investor will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any shares of Company Common Stock or any security convertible into or exercisable or exchangeable for Company Common Stock. Notwithstanding anything to the contrary herein, each Investor may effect a transfer of Company Common Stock to a controlled Affiliate of Investor with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). In addition, within two (2) business days of a request by the underwriter, each Investor agrees to execute a market-standoff agreement in substantially the form attached to this Agreement as Exhibit E. The representatives, in their sole discretion, may release the Company Common Stock and other securities subject to the lock-up agreements described above in whole or in part at any time.

Market Standoff. Each Investor hereby agrees that such Investor shall will not, subject to certain exceptions, without the prior written consent of the representatives underwriter, during the period commencing on behalf the effective date of a registration statement filed by the underwriters, at any time prior to Company under the one year anniversary of Securities Act and ending on the date of specified by the final prospectus for Company and the Company’s initial public offering managing underwriter (such period not to exceed one hundred eighty (180) days (the “Restricted Initial Lock-Up Period”): ) following such effective date of a registration statement of the Company filed under the Securities Act (aor such other period not to exceed thirty-four (34) days beyond the Initial Lock-Up Period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on: (x) the publication or other distribution of research reports; and (y) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or Rule 472(f)(4), as applicable, or any successor provisions or amendments thereto) (collectively, the “Lock-Up 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, lend or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including, without limitation, shares of Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of Company Common Stock; (b) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of Company Common Stock (whether now owned or any securities convertible into hereafter acquired); or exercisable or exchangeable for Company Common Stock; or (cii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of the Company Company, including, without limitation, shares of Common Stock; Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Company Common Stock or such other securities, in cash or otherwise. In addition, such The foregoing covenants shall not apply to the sale of any shares by any Investor to an underwriter pursuant to an underwriting agreement. Each Investor agrees thatto execute an agreement(s) reflecting any transaction described in clauses (i) and (ii) above as may be requested by the managing underwriters at the time of the Company’s initial public offering, without and further agrees that the prior Company may impose stop transfer instructions with its transfer agent in order to enforce the covenants set forth in clauses (i) and (ii) above. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of the covenants set forth in this Section 7(n) and shall have the right, power and authority to enforce such covenants as though they were a party hereto. Any release from the Lock-Up Period shall be on a pro rata basis based upon the number of Registrable Securities (as defined in the Rights Agreement) held; provided, however, that one or more selective releases from the Lock-Up Period not on a pro rata basis may be made with the written consent of the representatives on behalf holders of a majority of the underwriters, Investor will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any shares of Company Common Stock or any security convertible into or exercisable or exchangeable for Company Common Stock. Notwithstanding anything to the contrary herein, each Investor may effect a transfer of Company Common Stock to a controlled Affiliate of Investor with the prior written consent of the Company (which consent shall Registrable Securities not be unreasonably withheld, conditioned or delayed). In addition, within two (2) business days of a request by the underwriter, each Investor agrees to execute a market-standoff agreement in substantially the form attached to this Agreement as Exhibit E. The representatives, in their sole discretion, may release the Company Common Stock and other securities subject to the lock-up agreements described above in whole or in part at any timeso released.

Market Standoff. Each Investor hereby agrees Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities Offering conducted after the Closing Date, the following provisions of this Section 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 Investor shall notthe officers or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, subject and (y) either (1) any nominee designated by the Investors pursuant to certain exceptionsSection 2(a) is a member of the Board, without or (2) the Holders Beneficially Own shares of Common Stock representing at least 10% of the fully diluted equity interests in the Company (calculated giving effect to the exercise of all outstanding options, warrants and other rights to purchase to acquire any Common Stock of the Company): (a) Without the prior written consent of the representatives on behalf of Company, during the underwritersMarket Standoff Period applicable to such Equity Securities Offering, at any time prior to the one year anniversary of the date of the final prospectus for the Company’s initial public offering each Holder will not (the “Restricted Period”): (a) 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, lend or otherwise transfer or dispose ofi), directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any shares of Company Common Stock call option or purchase any securities convertible into put option with respect to, pledge, borrow or exercisable or exchangeable for shares of Company Common Stock; (b) file any registration statement with the Securities and Exchange Commission relating to the offering otherwise dispose of any shares 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 Company Common Stock Section 16 of the Exchange Act) with respect to any Relevant Security, or any securities convertible into or exercisable or exchangeable for Company Common Stock; or (c) otherwise enter into any swap swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequences consequence of ownership of a Relevant Security (each of the Company Common Stock; transactions described in the immediately preceding clauses (i) and (ii), being referred to as a “Transfer”), regardless of whether any such transaction described above is to be settled by delivery of Company Common Stock or such Relevant Securities, other securities, in cash or otherwise. In additionother consideration; provided, however, that a Transfer to a Permitted Assignee will not be subject to this Section 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 (z) the Company is given written notice by such Holder of such Transfer, stating the name and address of the 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 Investor agrees that, without Relevant Securities. (c) Without the prior written consent of the representatives on behalf of the underwriters, Investor will notCompany, during the Restricted Period, make Market Standoff Period such Holder (x) will not participate in the filing with the SEC of any demand forregistration 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 (y) will not exercise any right rights the undersigned may have to require registration with respect to, the registration SEC of any shares of Company Common Stock proposed offering or any security convertible into or exercisable or exchangeable for Company Common Stock. Notwithstanding anything to the contrary herein, each Investor may effect a transfer of Company Common Stock to a controlled Affiliate of Investor with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). In addition, within two (2) business days sale of a request by the underwriter, each Investor agrees to execute a market-standoff agreement in substantially the form attached Relevant Security (including without limitation pursuant to this Agreement as Exhibit E. The representatives, in their sole discretion, may release the Company Common Stock and other securities subject to the lock-up agreements described above in whole or in part at any timeAgreement).

Market Standoff. Each 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) either (1) any Investor hereby agrees that Investor shall Director (as defined in the Investment Agreement) is a member of the Board, or (2) 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 shares of Preferred Stock 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, subject to certain exceptions, without the prior written consent of the representatives on behalf of the underwritersCompany, at (i) directly or indirectly offer, sell, agree to offer or sell, solicit offers to purchase, grant any time prior to the one year anniversary of the date of the final prospectus for the Company’s initial public offering (the “Restricted Period”): (a) offercall option or purchase any put option with respect to, 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, lend borrow or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of Company Common Stock; (b) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares 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 Company Common Stock Section 16 of the Exchange Act) with respect to any Relevant Security, or any securities convertible into or exercisable or exchangeable for Company Common Stock; or (c) otherwise enter into any swap swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequences consequence of ownership of a Relevant Security (each of the Company Common Stock; transactions described in the immediately preceding clauses (i) and (ii), being referred to as a “Transfer”), regardless of whether any such transaction described above is to be settled by delivery of Company Common Stock or such Relevant Securities, other securities, in cash or otherwise. In additionother consideration; provided, however, that a Transfer to a Permitted Assignee will not be subject to this Section 2 as long as (1) such Transfer is effected in accordance with applicable securities laws, (2) the transferee in such Transfer agrees in writing to become subject to the terms of this Agreement as a Holder and (3) the Company is given written notice by such Holder of such Transfer, stating the name and address of the transferee and identifying the Relevant Securities being transferred; 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 Investor agrees thatRelevant Securities. (c) Subject to the provisions of Section 3(b), without the prior written consent of the representatives on behalf of the underwriters, Investor will notCompany, during the Restricted Period, make Market Standoff Period such Holder (i) will not participate in the filing with the SEC of any demand forregistration 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 right rights the undersigned may have to require registration with respect to, the registration SEC of any shares of Company Common Stock proposed offering or any security convertible into or exercisable or exchangeable for Company Common Stock. Notwithstanding anything to the contrary herein, each Investor may effect a transfer of Company Common Stock to a controlled Affiliate of Investor with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). In addition, within two (2) business days sale of a request by the underwriter, each Investor agrees to execute a market-standoff agreement in substantially the form attached Relevant Security (including without limitation pursuant to this Agreement as Exhibit E. The representatives, in their sole discretion, may release the Company Common Stock and other securities subject to the lock-up agreements described above in whole or in part at any timeAgreement).

Market Standoff. Each Such Investor hereby agrees that Investor shall it will not, subject to certain exceptions, without the prior written consent of the representatives managing underwriter, during the period commencing on behalf of the underwriters, at any time prior to the one year anniversary of the date of the final prospectus for relating to the Company’s initial public offering or first secondary public offering, as applicable, and ending on the date specified by the Company and the managing underwriter (such period not to initially exceed one hundred eighty (l80) calendar days and as may be extended for up to two (2) additional 17-day periods) (the “Restricted Lock-Up Period”): ): (a) 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, lend or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including, without limitation, shares of Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of Company Common Stock; Stock (whether now owned or hereafter acquired); or (b) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of Company Common Stock or any securities convertible into or exercisable or exchangeable for Company Common Stock; or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of the Company Company, including, without limitation, shares of Common Stock; Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired), whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Company Common Stock or such other securities, in cash or otherwise; provided that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. In additionThe foregoing covenants shall apply to the Company’s initial public offering of equity securities and to the Company’s first secondary public offering of equity securities, such but it shall not apply to the sale of any shares by an Investor to an underwriter pursuant to an underwriting agreement. Such Investor agrees thatto execute an agreement(s) reflecting any transaction described in clauses (a) and (b) above as may be requested by the managing underwriters at the time of the initial public offering, without and further agrees that the prior Company may impose stop transfer instructions with its transfer agent in order to enforce the covenants set forth in clauses (a) and (b) above. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of the covenants in this Section 4.11 and shall have the right, power and authority to enforce such covenants as though they were a party hereto. Any release from the Lock-Up Period shall be on a pro rata basis based upon the number of Registrable Securities (as defined in the Rights Agreement) held; provided, however, that one (1) or more selective releases from the Lock-Up Period not on a pro rata basis may be made with the written consent of the representatives on behalf holders of a majority of the underwriters, Investor will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any shares of Company Common Stock or any security convertible into or exercisable or exchangeable for Company Common Stock. Notwithstanding anything to the contrary herein, each Investor may effect a transfer of Company Common Stock to a controlled Affiliate of Investor with the prior written consent of the Company (which consent shall Registrable Securities not be unreasonably withheld, conditioned or delayed). In addition, within two (2) business days of a request by the underwriter, each Investor agrees to execute a market-standoff agreement in substantially the form attached to this Agreement as Exhibit E. The representatives, in their sole discretion, may release the Company Common Stock and other securities subject to the lock-up agreements described above in whole or in part at any timeso released.

Market Standoff. Each Such Investor hereby agrees that Investor shall it will not, subject to certain exceptions, without the prior written consent of the representatives managing underwriter, during the period commencing on behalf of the underwriters, at any time prior to the one year anniversary of the date of the final prospectus for relating to the Company’s initial public offering or first secondary public offering, as applicable, and ending on the date specified by the Company and the managing underwriter (such period not to initially exceed one hundred eighty (l80) calendar days and as may be extended for up to two (2) additional 17-day periods) (the “Restricted Lock-Up Period”): ): (a) 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, lend or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including, without limitation, shares of Company Common Stock or any securities convertible into or exercisable or exchangeable for shares of Company Common Stock; Stock (whether now owned or hereafter acquired); or (b) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of Company Common Stock or any securities convertible into or exercisable or exchangeable for Company Common Stock; or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of the Company Company, including, without limitation, shares of Common Stock; Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired), whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Company Common Stock or such other securities, in cash or otherwise; provided that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. In additionThe foregoing covenants shall apply to the Company’s initial public offering of equity securities and to the Company’s first secondary public offering of equity securities, such but it shall not apply to the sale of any shares by an Investor to an underwriter pursuant to an underwriting agreement. Such Investor agrees thatto execute an agreement(s) reflecting any transaction described in clauses (a) and (b) above as may be requested by the managing underwriters at the time of the initial public offering, without and further agrees that the prior Company may impose stop transfer instructions with its transfer agent in order to enforce the covenants set forth in clauses (a) and (b) above. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of the covenants in this Section 4.12 and shall have the right, power and authority to enforce such covenants as though they were a party hereto. Any release from the Lock-Up Period shall be on a pro rata basis based upon the number of Registrable Securities (as defined in the Rights Agreement) held; provided, however, that one (1) or more selective releases from the Lock-Up Period not on a pro rata basis may be made with the written consent of the representatives on behalf holders of a majority of the underwriters, Investor will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any shares of Company Common Stock or any security convertible into or exercisable or exchangeable for Company Common Stock. Notwithstanding anything to the contrary herein, each Investor may effect a transfer of Company Common Stock to a controlled Affiliate of Investor with the prior written consent of the Company (which consent shall Registrable Securities not be unreasonably withheld, conditioned or delayed). In addition, within two (2) business days of a request by the underwriter, each Investor agrees to execute a market-standoff agreement in substantially the form attached to this Agreement as Exhibit E. The representatives, in their sole discretion, may release the Company Common Stock and other securities subject to the lock-up agreements described above in whole or in part at any timeso released.

Market Standoff. Each Investor hereby agrees We agree that Investor shall We will not, subject to certain exceptions, without the prior written consent of the representatives managing underwriter, during the period commencing on behalf of the underwriters, at any time prior to the one year anniversary of the date of the final prospectus relating to the closing of the IPO and ending on the date specified by You and the managing underwriter (such period not to exceed 180 days, which period may be extended upon the request of the managing underwriter, to the extent required by any rules of the securities exchange or trading system on which the Your securities are listed, for an additional period of up to 34 days if You issue or propose to issue an earnings or other public release within 18 days of the Company’s initial public offering (expiration of the “Restricted Period”): 180-day lockup period), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right right, or warrant to purchase, lend purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock common stock, or any securities convertible into or exercisable or exchangeable (directly or indirectly) for shares common stock, held immediately before the effective date of Company Common Stock; the registration statement for the IPO or (b) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of Company Common Stock or any securities convertible into or exercisable or exchangeable for Company Common Stock; or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Company Common Stock; such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Company Common Stock common stock or such other securities, in cash cash, or otherwise. In addition, such Investor agrees that, without The foregoing provisions shall apply only to the prior written consent of IPO and shall not apply to (i) the representatives on behalf of the underwriters, Investor will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration sale of any shares to an underwriter pursuant to an underwriting agreement, (ii) donees pursuant to bona fide gifts, (iii) distributions or other transfers to Your affiliates, partners, members, stockholders or other equity holders, or (iv) sales of Company Common Stock or any security convertible into or exercisable or exchangeable for Company Common Stock. Notwithstanding anything shares acquired in open market transactions; provided, that, in each of clauses (ii) and (iii) the recipient agrees to be similarly bound by this Section, and shall be applicable to Us only if all of Your officers, directors, members affiliated with officers and directors and holders of at least five percent (5%) of the Your voting securities are similarly bound prior to the contrary hereinIPO. The underwriters in connection with such registration are intended third party beneficiaries of this Section and shall have the right, each Investor power, and authority to enforce the provisions hereof as though they were a party hereto. We further agree to execute such agreements as may effect a transfer of Company Common Stock to a controlled Affiliate of Investor with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). In addition, within two (2) business days of a request reasonably requested by the underwriter, each Investor agrees underwriters in connection with such registration that are consistent with this Section or that are necessary to execute a market-standoff agreement in substantially the form attached to this Agreement as Exhibit E. The representatives, in their sole discretion, may release the Company Common Stock and other securities subject to the lock-up agreements described above in whole or in part at any timegive further effect thereto.

Market Standoff. Each Investor hereby agrees that Investor shall it will not, subject to certain exceptions, without the prior written consent of the representatives Designated Dealer, during the period commencing on behalf of the underwriters, at any time prior to the one year anniversary of the date of the final prospectus Prospectus relating to an Underwritten Offering pursuant to a Registration by the Company (other than a Special Registration) and ending on the date specified by the Company and the Designated Dealer (such period not to exceed 90 days, which period may be extended upon the request of the Designated Dealer for an additional period of up to 15 days if the Company’s initial Company issues or proposes to issue an earnings or other public offering release within 15 days of the expiration of the 90-day lockup period), (the “Restricted Period”): (ai) lend; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, lend ; or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock Registrable Securities or any securities convertible into or exercisable or exchangeable (directly or indirectly) for shares of Company Common Stock; Registrable Securities (b) file any registration statement with the whether such Registrable Securities and Exchange Commission relating to the offering of any shares of Company Common Stock or any such securities convertible into are then owned by the holder or exercisable are thereafter acquired) or exchangeable for Company Common Stock; or (cii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Company Common Stock; Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Company Common Stock Registrable Securities or such other securities, in cash cash, or otherwise. In additionNotwithstanding the foregoing, such no Investor agrees that, without shall be obligated under this Section 2.11 during any period in which a Sponsor has been released from the prior written consent provisions hereof. The foregoing provisions of this Section 2.11 shall not apply to the representatives on behalf of the underwriters, Investor will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration sale of any shares of Company Common Stock Registrable Securities to an underwriter pursuant to an underwriting agreement or any security convertible into or exercisable or exchangeable for Company Common Stock. Notwithstanding anything a sale pursuant to the contrary herein, each Investor may effect a transfer of Company Common Stock to a controlled Affiliate of Investor with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). In addition, within two (2) business days of a request by the underwriter, each Investor agrees to execute a market-standoff agreement in substantially the form attached to this Agreement as Exhibit E. The representatives, in their sole discretion, may release the Company Common Stock and other securities subject to the lock-up agreements described above in whole or in part at any timeapplicable Registration.

Market Standoff. Each (a) For so long as Investor holds more than one percent (1%) of the outstanding Company Common Stock, Investor hereby agrees that Investor shall will not, subject to certain exceptions, without the prior written consent of the representatives Company and managing underwriter or initial purchaser, during the period commencing on behalf of the underwriters, at any time prior to the one year anniversary of the date of the final prospectus for or offering memorandum relating to a registration by the Company’s initial public offering Company of shares of Company Common Stock or any other equity securities or securities convertible into or exercisable or exchangeable into equity securities of the Company under the Securities Act on a registration statement on Form S-1 or Form S-3 or any sales under Rule 144 and/or Regulation S of the Securities Act, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred twenty (120) days, which period may be extended upon the “Restricted Period”): request of the managing underwriter), (ai) lend, offer, pledge, sell, contract to sellsell (including, without limitation, any short sale), sell or any option or contract to purchase, purchase any option or contract to sell, grant any option, right right, or warrant to purchase, lend or otherwise transfer or dispose ofof (other than to donees who agree in writing to be similarly bound), directly or indirectly, any shares of Company Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for shares such common stock held immediately before the effective date of Company Common Stock; (b) file any the registration statement with the Securities and Exchange Commission relating to the offering of any shares of Company Common Stock for such offering, or any securities convertible into or exercisable or exchangeable for Company Common Stock; or (cii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Company Common Stock; such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Company Common Stock common stock or such other securities, in cash cash, or otherwise. In addition, such Investor agrees that, without The foregoing provisions of this Section 4.2 shall not apply to the prior written consent of the representatives on behalf of the underwriters, Investor will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration sale of any shares of Company Common Stock to an underwriter or any security convertible into initial purchaser pursuant to an underwriting or exercisable or exchangeable for Company Common Stock. Notwithstanding anything purchase agreement and shall be applicable to the contrary herein, each Investor may effect a transfer of Company Common Stock to a controlled Affiliate of Investor with the prior written consent only if all Section 16 officers and directors of the Company (which consent are subject to substantially the same restrictions. The underwriters or initial purchasers in connection with such registration or sale are intended third party beneficiaries of this Section 4.2 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. The obligations described in this Section 4.2 shall not apply to a registration relating solely to employee benefit plans on Form S-8 or similar forms that may be unreasonably withheldpromulgated in the future, conditioned or delayed)a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. In addition, within two The Company may impose stop-transfer instructions and may stamp each relevant stock certificate with the legend set forth in Section 3.1(c) with respect to the Securities of the Company subject to the foregoing restriction until the end of such one hundred twenty (2120) business days of a request by the underwriter, each day (or other) period. The Investor agrees to execute a market-market standoff agreement with the underwriters in substantially customary form consistent with the form attached to provisions of this Agreement as Exhibit E. The representatives, in their sole discretion, may release the Company Common Stock and other securities subject to the lock-up agreements described above in whole or in part at any timeSection 4.2.