Common use of Market Standoff Clause in Contracts

Market Standoff. Each Holder hereby agrees that, if so requested by the Company and the Underwriter’s Representative (if any) in connection with the Company’s initial public offering of securities pursuant to a Registration Statement, such Holder shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of any Registrable Securities or other securities of the Company without the prior written consent of the Company and the Underwriter’s Representative for such period of time (not to exceed 180 days) following the effective date of a Registration Statement of the Company (relating to the initial public offering of the Company’s securities) filed under the Securities Act as may be reasonably requested by the Underwriter’s Representative; provided, however, that if the Company and the Underwriter’s Representative shall waive such restriction with respect to any Holder, the Company and the Underwriter’s Representative shall also waive such restriction on substantially similar terms, and to the same extent and with respect to the same percentage of securities (relative to the total holdings of such Holder), with respect to each Major Series E Investor and Wellington Investor. The obligations of each Major Series E Investor and Wellington Investor under this Section 15 shall be conditioned upon similar restrictions being in effect with each other stockholder of the Company who is an executive officer, director or holder of at least one percent of the total outstanding shares of the Company (calculated on an as-converted basis); provided that if the Company and the Underwriter’s Representative shall waive such restrictions with respect to any such stockholder, the Company and the Underwriter’s Representative shall also waive such restriction on substantially similar terms, and to the same extent and with respect to the same percentage of securities (relative to the total holdings of such stockholder), with respect to each Major Series E Investor and Wellington Investor. All stock certificates evidencing Convertible Securities and Registrable Securities that have yet to be registered for resale on an effective Registration Statement shall bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE ACT FOR AN INITIAL PUBLIC OFFERING OF THE CORPORATION’S SECURITIES PURSUANT TO AN AGREEMENT BY AND BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER OF SUCH SECURITIES. A COPY OF THAT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

Market Standoff. Each [FOR KREOS’ SERIES A REPLACEMENT WARRANT AND KREOS’ SERIES B WARRANT: Holder hereby agrees thatagrees, if so requested by the Company and the Underwriter’s Representative (if any) in connection with the Company’s sale of its Common Stock in a firm underwritten public offering pursuant to a registration statement under the Act, Holder agrees to consider a request by the Company and its underwriters that (i) the Holder enter into an agreement that it shall not sell, make any short sale of, loan, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a sale, or otherwise dispose of any of the Company’s capital stock (or any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the initial public offering) without the prior written consent of Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred and eighty (180) days, but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with the Rule 2711 of the National Association of Securities Dealers, Inc., such extension or extensions not to exceed thirty-four (34) days after the expiration of such 180-day period) from the effective date of such registration statement as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering and (ii) that Holder provide such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a Registration Statement, such registration statement filed under the Act.] [FOR THE SVB SERIES B WARRANT: Holder shall not sell, make any short sale of, loan, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a sale, or otherwise transfer or dispose of any Registrable Securities or other securities of the Company Company’s capital stock (or any securities convertible into the Company’s capital stock) held by Holder, however or whenever acquired (other than those included in the registration or purchased subsequent to the initial public offering) without the prior written consent of Company or such underwriters, as the Company and the Underwriter’s Representative case may be, for such period of time (not to exceed 180 one hundred and eighty (180) days) following the effective date of a Registration Statement of the Company (relating , but subject to the initial public offering of the Company’s securities) filed under the Securities Act such extension or extensions as may be reasonably requested required by the Underwriter’s Representative; provided, however, that if underwriters in order to publish research reports while complying with the Company and the Underwriter’s Representative shall waive such restriction with respect to any Holder, the Company and the Underwriter’s Representative shall also waive such restriction on substantially similar terms, and to the same extent and with respect to the same percentage of securities (relative to the total holdings of such Holder), with respect to each Major Series E Investor and Wellington Investor. The obligations of each Major Series E Investor and Wellington Investor under this Section 15 shall be conditioned upon similar restrictions being in effect with each other stockholder Rule 2711 of the Company who is an executive officer, director or holder of at least one percent of the total outstanding shares of the Company (calculated on an as-converted basis); provided that if the Company and the Underwriter’s Representative shall waive such restrictions with respect to any such stockholder, the Company and the Underwriter’s Representative shall also waive such restriction on substantially similar terms, and to the same extent and with respect to the same percentage of securities (relative to the total holdings of such stockholder), with respect to each Major Series E Investor and Wellington Investor. All stock certificates evidencing Convertible Securities and Registrable Securities that have yet to be registered for resale on an effective Registration Statement shall bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE ACT FOR AN INITIAL PUBLIC OFFERING OF THE CORPORATION’S SECURITIES PURSUANT TO AN AGREEMENT BY AND BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER OF SUCH SECURITIES. A COPY OF THAT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”National Association of

Market Standoff. Each Holder hereby agrees that, if so requested by the Company and the Underwriter’s Representative (if any) in connection with the Company’s initial public offering of securities pursuant to a Registration Statementoffering, such Holder shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of any Registrable Securities or other securities of the Company without the prior written consent of the Company and the Underwriter’s Representative for such period of time (not to exceed 180 days) following the effective date of a Registration Statement of the Company (relating to the initial public offering of the Company’s securities) filed under the Securities Act as may be reasonably requested by the Underwriter’s Representative; Representative provided, however, that if all officers, directors and key employees of the Company and stockholders who hold 5% or more of the Underwriter’s Representative shall waive such restriction with respect issued and outstanding securities of the Company, enter into similar agreements. In order to any Holderenforce the foregoing covenant, (i) the Company and shall have the Underwriter’s Representative shall also waive such restriction right to place restrictive legends on substantially similar terms, the certificates representing the shares subject to this Section 14 and to the same extent and impose stop transfer instructions with respect to the same percentage Registrable Securities and such other shares of stock of each Holder (and the shares or securities (relative of every other person subject to the total holdings foregoing restriction) until the end of such Holder)period and (ii) the Holder agrees to execute the form of agreement requested by the Company and/or underwriter, with respect subject to each Major Series E Investor and Wellington Investorthe provisions herein contained. The obligations Notwithstanding the foregoing, the provisions of each Major Series E Investor and Wellington Investor under this Section 15 14 shall be conditioned upon similar restrictions being in effect with each other stockholder of not apply to any securities issued by the Company who is an executive officer, director or holder of at least one percent of that are purchased by Holders on the total outstanding shares of the Company (calculated on an as-converted basis); provided that if the Company and the Underwriter’s Representative shall waive such restrictions with respect to any such stockholder, the Company and the Underwriter’s Representative shall also waive such restriction on substantially similar terms, and to the same extent and with respect to the same percentage of securities (relative to the total holdings of such stockholder), with respect to each Major Series E Investor and Wellington Investoropen market. All stock certificates evidencing Convertible Securities and Registrable Securities that have yet to be registered for resale on an effective Registration Statement shall bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION RESTRICTIONS ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN INITIAL PUBLIC OFFERING OF THE CORPORATIONCOMPANY’S SECURITIES PURSUANT TO THE MARKET STANDOFF PROVISIONS OF AN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE CORPORATION COMPANY AND THE ORIGINAL PURCHASER OF SUCH SECURITIES. A COPY OF THAT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

Market Standoff. Each Holder hereby Stockholder agrees that, if so requested by that the Company and the Underwriter’s Representative (if any) in connection with the Company’s initial public offering of securities pursuant to a Registration Statement, such Holder Stockholder shall not sell, make any short sale ofsale, loan, grant any option for the purchase of, or otherwise transfer or dispose of any Registrable Securities or other securities disposition of the Company without the prior written consent of the Company and the Underwriter’s Representative Restricted Securities for such a period of time nine months from the Effective Time (not to exceed 180 days) following the effective date of a Registration Statement of the Company (relating to the initial public offering of the Company’s securities) filed under the Securities Act as may be reasonably requested by the Underwriter’s Representative“Lock-Up Period”); 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 sale or disposition of the Stockholder’s Restricted Securities, even if such Restricted Securities would be disposed of by someone other than the Company and Stockholder; provided, further, that notwithstanding the Underwriterforegoing, a Stockholder may transfer the Stockholder’s Representative shall waive such restriction with respect Restricted Securities during the Lock-Up Period (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any Holdertrust for the direct or indirect benefit of the Stockholder or the Stockholder’s immediate family, provided that the Company and trustee of the Underwriter’s Representative shall also waive such restriction on substantially similar termstrust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not shall not involve a disposition for value, or (iii) with the prior written consent of Acquirer; provided, further, that the foregoing 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 same extent and with respect contrary, Stockholder may not transfer Stockholder’s Restricted Securities during the Lock-Up Period (i) to an affiliate of Stockholder, or (ii) to any transferee who is a partner (general or limited, active or retired (who retires after the same percentage of securities (relative to the total holdings of such Holderdate hereof)), with respect to each Major Series E Investor and Wellington Investor. The obligations of each Major Series E Investor and Wellington Investor under this Section 15 shall be conditioned upon similar restrictions being in effect with each other a current or former member, or a stockholder of Stockholder that is a partnership, limited liability company or corporation, respectively. Following the Company who is an executive officer, director or holder of at least one percent expiration of the total outstanding shares Lock-Up Period, Stockholder shall not make any sale, transfer or other disposition of Stockholder’s Restricted Securities in violation of the Company (calculated on an as-converted basis); provided that if Securities Act or the Company rules and the Underwriter’s Representative shall waive such restrictions with respect to any such stockholder, the Company and the Underwriter’s Representative shall also waive such restriction on substantially similar terms, and to the same extent and with respect to the same percentage of securities (relative to the total holdings of such stockholder), with respect to each Major Series E Investor and Wellington Investor. All stock certificates evidencing Convertible Securities and Registrable Securities that have yet to be registered for resale on an effective Registration Statement shall bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE ACT FOR AN INITIAL PUBLIC OFFERING OF THE CORPORATION’S SECURITIES PURSUANT TO AN AGREEMENT BY AND BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER OF SUCH SECURITIES. A COPY OF THAT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATIONregulations promulgated thereunder.”

Market Standoff. Each Holder hereby agrees that, if so requested by the Company and the Underwriter’s Representative (if any) in connection with the Company’s initial public offering of securities pursuant to a Registration Statement, that such Holder shall not sell, dispose of, transfer, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer enter into any hedging or dispose similar transaction with the same economic effect as a sale, any shares of Common Stock or any Registrable Securities securities convertible into or other securities exercisable or exchangeable (directly or indirectly) for Common Stock (including the Notes and, if applicable, shares of the Company without Preferred Stock) held immediately before the prior written consent effective date of the Company and registration statement for the Underwriter’s Representative for Initial Public Offering held by such Holder during the 180-day period of time (not to exceed 180 days) following the effective date of a Registration Statement the Initial Offering (the “Lock-up Period”). The foregoing provisions of this Section 7(a) shall: (A) apply only to the Initial Public Offering; (B) not apply to the sale of any shares of Common Stock 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 Company (relating Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value; provided, however, that the foregoing restrictions shall not apply, in the case of a Holder that is an entity, to the initial transfer of any shares to an Affiliate of such Holder or any of the 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 restrictions set forth herein and no public offering 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, or made voluntarily, during the Lock-up Period; and (C) be applicable to the Holder only if all executive officers and directors and stockholders individually owning more than 1% of the Company’s securitiesoutstanding Common Stock (after giving effect to conversion into Common Stock of all Notes) filed under are subject to the Securities Act 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, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the Underwriter’s Representative; provided, however, underwriters in connection with such Initial Public Offering that if are consistent with this Section 7(a) or that are reasonably requested to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company and or the Underwriter’s Representative underwriters shall waive apply pro rata to all Company stockholders that are subject to such restriction with respect agreements, based on the number of shares subject to any Holder, the Company and the Underwriter’s Representative shall also waive such restriction on substantially similar terms, and to the same extent and with respect to the same percentage of securities (relative to the total holdings of such Holder), with respect to each Major Series E Investor and Wellington Investor. The obligations of each Major Series E Investor and Wellington Investor under this Section 15 shall be conditioned upon similar restrictions being in effect with each other stockholder of the Company who is an executive officer, director or holder of at least one percent of the total outstanding shares of the Company (calculated on an as-converted basis); provided that if the Company and the Underwriter’s Representative shall waive such restrictions with respect to any such stockholder, the Company and the Underwriter’s Representative shall also waive such restriction on substantially similar terms, and to the same extent and with respect to the same percentage of securities (relative to the total holdings of such stockholder), with respect to each Major Series E Investor and Wellington Investor. All stock certificates evidencing Convertible Securities and Registrable Securities that have yet to be registered for resale on an effective Registration Statement shall bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE ACT FOR AN INITIAL PUBLIC OFFERING OF THE CORPORATION’S SECURITIES PURSUANT TO AN AGREEMENT BY AND BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER OF SUCH SECURITIES. A COPY OF THAT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATIONagreements.”

Market Standoff. Each Holder The undersigned Stockholder hereby agrees that, if so requested during the period of duration specified by AvantGo and an underwriter of Common Stock or other securities of AvantGo, following the Company and effective date of the Underwriter’s Representative (if any) in connection with first registration statement of AvantGo filed under the Company’s Securities Act to effect an initial public offering of securities pursuant (up to, but not exceeding, one hundred eighty (180) days), it shall not, to a Registration Statementthe extent requested by AvantGo and such underwriter, such Holder shall not directly or indirectly sell, make offer to sell, contract to sell (including, without limitation, any short sale of, loansale), grant any option for the to purchase of, or otherwise transfer or dispose of any Registrable Securities Series E (or other securities Common Stock issuable upon conversion of the Company without the prior written consent of the Company and the Underwriter’s Representative for Series E) held by it at any time during such period of time except Common Stock included in such registration (not to exceed 180 days) following the effective date of a Registration Statement of the Company (relating to the initial public offering of the Company’s securities) filed under the Securities Act as may be reasonably requested by the Underwriter’s Representative"Market Standoff"); provided, --------------- -------- however, that if the Company directors and the Underwriter’s Representative shall waive such restriction with respect officers of AvantGo agree to any Holder, the Company and the Underwriter’s Representative shall also waive such restriction on a provision ------- substantially similar terms, and to the same extent and Market Standoff. In order to enforce the foregoing covenant, AvantGo may impose stop-transfer instructions with respect to the same percentage Series E (or Common Stock issuable upon conversion of the Series E, as the case may be) (and the shares or securities (relative of every other person subject to the total holdings foregoing restriction) until the end of such Holderperiod, and the Stockholder agrees that, if so requested, such Stockholder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 3. Notwithstanding the foregoing, the obligations described in this Section 3 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future. STOCKHOLDER: By:_____________________ Name:___________________ Date:___________________ EXHIBIT D --------- AVANTGO, INC. THIRD AMENDED AND RESTATED VOTING AGREEMENT ------------------------------------------- This Third Amended and Restated Voting Agreement (the "Agreement") is made --------- as of the 8th day of March, 2000, by and among AvantGo, Inc., a Delaware corporation (the "Company"), with respect to each Major Series E Investor Xxxxx Xxx, Xxxxx Xxxxx and Wellington Investor. The obligations Xxxxxx Xxxxxxxxx (the ------- "Founders"), and the holders of each Major Series E Investor and Wellington Investor under this Section 15 shall be conditioned upon similar restrictions being in effect with each other stockholder of the Company who is an executive officer, director or holder of at least one percent of the total outstanding shares of the Company Preferred Stock listed on Exhibit A --------- --------- (calculated on an as-converted basis); provided that if the Company and the Underwriter’s Representative shall waive such restrictions with respect to any such stockholdercollectively, the Company "Investors" and the Underwriter’s Representative shall also waive such restriction on substantially similar termsindividually, and to the same extent and with respect to the same percentage of securities (relative to the total holdings of such stockholderan "Investor"), with respect to each Major Series E Investor and Wellington Investor. All stock certificates evidencing Convertible Securities and Registrable Securities that have yet to be registered for resale on an effective Registration Statement shall bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE ACT FOR AN INITIAL PUBLIC OFFERING OF THE CORPORATION’S SECURITIES PURSUANT TO AN AGREEMENT BY AND BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER OF SUCH SECURITIES. A COPY OF THAT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”--------- -------- RECITALS --------

Market Standoff. Each Holder hereby Stockholder agrees that, if so requested by that the Company and the Underwriter’s Representative (if any) in connection with the Company’s initial public offering of securities pursuant to a Registration Statement, such Holder Stockholder shall not sell, make any short sale ofsale, loan, grant any option for the purchase of, or otherwise transfer or dispose of any Registrable Securities or other securities disposition of the Company without the prior written consent of the Company and the Underwriter’s Representative Restricted Securities for such a period of time nine months from the Effective Time (not to exceed 180 days) following the effective date of a Registration Statement of the Company (relating to the initial public offering of the Company’s securities) filed under the Securities Act as may be reasonably requested by the Underwriter’s Representative“Lock-Up Period”); 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 sale or disposition of the Stockholder’s Restricted Securities, even if such Restricted Securities would be disposed of by someone other than the Company Stockholder; provided, further, that notwithstanding the foregoing, a Stockholder may transfer the Stockholder’s Restricted Securities during the Lock-Up Period (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the Stockholder or the Stockholder’s immediate family, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not shall not involve a disposition for value, or (iii) with the Underwriterprior written consent of Acquirer; provided, further, that the foregoing 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 Representative 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 Lock-Up Period (i) 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 waive such restriction not make any sale, transfer or other disposition of Stockholder’s Restricted Securities in violation of the Securities Act or the 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 right (including without limitation any put or call option) with respect to any Holder, the Company and the Underwriter’s Representative shall also waive such restriction on substantially similar terms, and to the same extent and with respect to the same percentage of securities (relative to the total holdings of such Holder), with respect to each Major Series E Investor and Wellington Investor. The obligations of each Major Series E Investor and Wellington Investor under this Section 15 shall be conditioned upon similar restrictions being in effect with each other stockholder of the Company who is an executive officer, director Stockholder’s Restricted Securities or holder of at least one percent of the total outstanding shares of the Company (calculated on an as-converted basis); provided that if the Company and the Underwriter’s Representative shall waive such restrictions with respect to any security that includes, relates to, or derives any significant part of its value from such stockholder, the Company and the Underwriter’s Representative shall also waive such restriction on substantially similar terms, and to the same extent and with respect to the same percentage Restricted Securities. Also for purposes of securities (relative to the total holdings of such stockholderthis Section 1.2(d), with respect to each Major Series E Investor and Wellington Investor. All stock certificates evidencing Convertible Securities and Registrable Securities that have yet to be registered for resale on an effective Registration Statement “immediate family” shall bear such restrictive legends as the Company and the Company’s counsel deem necessary mean any relationship by blood, marriage or advisable under applicable law adoption, not more distant than first cousin (or pursuant to this Agreement, including, without limitation, the following: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE ACT FOR AN INITIAL PUBLIC OFFERING OF THE CORPORATION’S SECURITIES PURSUANT TO AN AGREEMENT BY AND BETWEEN THE CORPORATION AND THE ORIGINAL PURCHASER OF SUCH SECURITIES. A COPY OF THAT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATIONfirst cousin of spouse).”