Common use of Purchaser Lock-Up Clause in Contracts

Purchaser Lock-Up. Purchaser covenants and agrees as follows: (a) To the extent requested by underwriters, [*] of the Shares held by the Purchaser prior to the Qualified Financing shall be subject to a Lock-Up (as defined below) through the period set by such underwriters in connection with a Qualified Financing that is an underwritten public offering, (such period not to exceed 180 days after the closing of the Qualified Financing); provided, however, that the Shares shall not be subject to a Lock-Up unless all officers, directors and affiliated stockholders owning more than five percent (5%) of the Company’s outstanding Common Stock are subject to the same restrictions. The other [*] of the Shares held by the Purchaser prior to the Qualified Financing shall not be subject to any Lock-Up and may, in Purchaser’s sole discretion, be sold in the Qualified Financing. For purposes of this Section 7.2, the term “Lock-Up” means an agreement by the Purchaser that, during the applicable period of the Lock-Up entered into in connection with the Qualified Financing, Purchaser will not, without the prior written consent of the Company (i) 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 or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Shares purchased in such Closing, in cash or otherwise. Notwithstanding the foregoing, Purchaser may transfer the Shares to any of its shareholders or Affiliates; provided that in the case of any transfer or distribution pursuant to this subparagraph during the relevant Lock-Up period, each donee or transferee shall sign and deliver a lock-up letter with terms substantially similar to the terms of this Section 7.2.

Purchaser Lock-Up. Purchaser covenants and agrees as follows: (a) To the extent requested by underwriters, [*] of the Shares held by the Purchaser prior to the Qualified Financing shall be subject to a Lock-Up (as defined below) through the period set by such underwriters in connection with a Qualified Financing that is an underwritten public offering, (such period not to exceed 180 days after the closing of the Qualified Financing); provided, however, that the Shares shall not be subject to a Lock-Up unless all officers, directors and affiliated stockholders owning more than five percent (5%) of the Company’s outstanding Common Stock are subject to the same restrictions. The other [*] of the Shares held by the Purchaser prior to the Qualified Financing shall not be subject to any Lock-Up and may, in Purchaser’s sole discretion, be sold in the Qualified Financing. For purposes of this Section 7.2, the term “Lock-Up” means an agreement by the Purchaser that, during the applicable period of the Lock-Up entered into in connection with the Qualified Financing, Purchaser will not, without the prior written consent of the Company Company, during the period commencing on the date of each Closing and, subject to the terms set forth herein, ending (i) 180 days after the Initial Closing with respect to the Shares purchased in the Initial Closing, or (ii) 90 days after the Second Tranche Closing or Third Tranche Closing, as applicable with respect to the Shares purchased in such Closing (each, a “Lock-Up Period”), (i) 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 purchased in such Closing or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Shares purchased in such Closing, in cash or otherwise. Notwithstanding the foregoing, Purchaser may transfer the Shares to any of its shareholders or Affiliates; provided that in the case of any transfer or distribution pursuant to this subparagraph during the relevant Lock-Up periodPeriod, each donee or transferee shall sign and deliver a lock-up letter with terms substantially similar to the terms of this Section 7.27.1. (b) Notwithstanding anything to the contrary contained herein, Purchaser agrees that Purchaser shall not effect any sale, transfer or other disposition of any Shares unless: (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 144, as evidenced by a broker’s letter and a representation letter executed by Purchaser (reasonably satisfactory in form and content to the Company) stating that such requirements have been met; or (c) counsel reasonably satisfactory to the Company (which may be counsel to the Company) shall have advised the Company in a written opinion letter (reasonably satisfactory in form and content to the Company), upon which the Company may rely, that such sale, transfer or other disposition will be exempt from the registration requirements of the Securities Act. (c) Notwithstanding any other provision of this Section 7.1, this Section 7.1 shall not prohibit or restrict any disposition of Common Stock by Purchaser in connection with (i) a bona fide tender offer by a Person other than Purchaser or the Company that is not opposed by the Board of Directors and involving a Change of Control of the Company (as defined below); or (ii) an issuer tender offer by the Company; provided, that in the event that the tender offer is not completed, the Shares shall remain subject to the restrictions contained in this Section 7.1. For the purposes of this Agreement, a “Change of Control” means the transfer, in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock of the Company if, after such transfer, the stockholders of the Company immediately prior to such transfer do not own at least twenty percent (20%) of the outstanding voting securities of the Company (or the surviving entity).

Purchaser Lock-Up. Purchaser covenants and agrees as follows: (a) To the extent requested by underwritersThe Purchaser, [*] on behalf of itself and any successor entity of the Shares held by the Purchaser prior to the Qualified Financing shall be subject to a Lock-Up (as defined below) through the period set by such underwriters in connection with a Qualified Financing that is an underwritten public offeringPurchaser, (such period not to exceed 180 days after the closing of the Qualified Financing); provided, however, that the Shares shall not be subject to a Lock-Up unless all officers, directors and affiliated stockholders owning more than five percent (5%) of the Company’s outstanding Common Stock are subject to the same restrictions. The other [*] of the Shares held by the Purchaser prior to the Qualified Financing shall not be subject to any Lock-Up and may, in Purchaser’s sole discretion, be sold in the Qualified Financing. For purposes of this Section 7.2, the term “Lock-Up” means an agreement by the Purchaser agrees that, during the applicable period of the Lock-Up entered into in connection with the Qualified Financing, Purchaser will not, without the prior written consent of the Company Company, it will not, during the period commencing on the Execution Date and ending twelve (i12) months following the Closing (or such shorter period upon the occurrence of the events set forth in Section 4.1(c), the “Lock-Up 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 lend, or otherwise transfer or dispose of, directly or indirectly, any Shares Securities (the “Lock-Up Securities”) or any securities convertible into or exercisable or exchangeable for the Lock-Up Securities or (iib) 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 SharesLock-Up Securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of the Shares purchased in such ClosingLock-Up Securities, in cash or otherwise. . (b) Notwithstanding the foregoing, and subject to the condition below, the Purchaser may transfer the Shares Lock-Up Securities (i) to any Affiliate, partner, member, former partner or member, or shareholder of the Purchaser or any of its shareholders Affiliates) and/or (ii) as distributions to the Purchaser’s partners, members or Affiliatesstockholders or holders of similar equity interest in the Purchaser; provided provided, that in the case of any transfer or distribution pursuant to this subparagraph during the relevant Lock-Up periodsuch transfer, each donee or transferee shall sign and deliver to the Company a lock-up letter with terms agreement substantially similar to in the terms form of this Section 7.24.1. None of the restrictions set forth in this Lock-Up Agreement shall apply to Common Stock acquired in open market transactions after the date hereof. (c) Notwithstanding the foregoing, the Lock-Up Period shall expire earlier than the first anniversary of the Closing in the following circumstances: (x) immediately before a Deemed Liquidation Event or Fundamental Change (as defined in the Certificate of Designation), and (y) immediately (i) upon breach by the Company of any material obligation to the Purchaser under this Agreement or any other Transaction Document (including, but not limited to, a breach of Company’s obligations under the Registration Rights Agreement), unless such breach is capable of being and is cured within twenty (20) Business Days of written notice of such breach from the Purchaser, (ii) the failure of two (2) designees of Purchaser to be elected directors, as set forth in the Certificate of Designation and herein (excluding, for the avoidance of doubt any election that was not permitted under the applicable rules of the Trading Market or Purchaser’s decision not to exercise its rights to appoint one or more designees), (iii) any representation or warranty made by the Company to the Purchaser in this Agreement was materially untrue when made, and such breach has had or is reasonably likely to have a material adverse effect on the value of the Preferred Securities, (iv) upon the Company’s material breach of any of the provisions of Section 3 of the Certificate of Designation, unless such breach is capable of being cured and is cured within twenty (20) Business Days of written notice of such breach from the Purchaser, or (v) the maximum monthly redemption amount restrictions set forth in Section 7 of the CVP Purchase Agreements (or any substantially similar provisions in any subsequent purchase agreement by and between CVP and the Company) cease to be effective.

Purchaser Lock-Up. Purchaser covenants and agrees as follows: (a) To the extent requested by underwriters, [*] of the Shares held by the Purchaser prior to the Qualified Financing shall be subject to a Lock-Up (as defined below) through the period set by such underwriters in connection with a Qualified Financing that is an underwritten public offering, (such period not to exceed 180 days after the closing of the Qualified Financing); provided, however, that the Shares shall not be subject to a Lock-Up unless all officers, directors and affiliated stockholders owning more than five percent (5%) of the Company’s outstanding Common Stock are subject to the same restrictions. The other [*] of the Shares held by the Purchaser prior to the Qualified Financing shall not be subject to any Lock-Up and may, in Purchaser’s sole discretion, be sold in the Qualified Financing. For purposes of this Section 7.2, the term “Lock-Up” means an agreement by the Purchaser that, during the applicable period of the Lock-Up entered into in connection with the Qualified Financing, Purchaser will not, without the prior written consent of the Company Company, during the period commencing on the Closing Date and, subject to the terms set forth herein, ending 180 days after the Closing Date (the “Lock-Up Period”), (i) 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 purchased in the Closing or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Shares purchased in such the Closing, in cash or otherwise. Notwithstanding the foregoing, Purchaser may transfer the Shares to any of its shareholders or Affiliates; provided that in the case of any transfer or distribution pursuant to this subparagraph during the relevant Lock-Up periodPeriod, each donee or transferee shall sign and deliver a lock-up letter with terms substantially similar to the terms of this Section 7.26.1. (b) Notwithstanding anything to the contrary contained herein, Purchaser agrees that Purchaser shall not effect any sale, transfer or other disposition of any Shares unless: (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 144, as evidenced by a broker’s letter and a representation letter executed by Purchaser (reasonably satisfactory in form and content to the Company) stating that such requirements have been met; or (c) counsel reasonably satisfactory to the Company (which may be counsel to the Company) shall have advised the Company in a written opinion letter (reasonably satisfactory in form and content to the Company), upon which the Company may rely, that such sale, transfer or other disposition will be exempt from the registration requirements of the Securities Act. (c) Notwithstanding any other provision of this Section 6.1, this Section 6.1 shall not prohibit or restrict any disposition of Common Stock by Purchaser in connection with (i) a bona fide tender offer by a Person other than Purchaser or the Company that is not opposed by the Board of Directors and involving a Change of Control of the Company (as defined below); or (ii) an issuer tender offer by the Company; provided, that in the event that the tender offer is not completed, the Shares shall remain subject to the restrictions contained in this Section 6.1. For the purposes of this Agreement, a “Change of Control” means the transfer, in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock of the Company if, after such transfer, the stockholders of the Company immediately prior to such transfer do not own at least fifty percent (50%) of the outstanding voting securities of the Company (or the surviving entity).