Common use of Representations and Covenants of the Holder Clause in Contracts

Representations and Covenants of the Holder. The Holder hereby represents and covenants to the Company that: (a) This Warrant and any Warrant Shares purchased upon exercise of this Warrant will be purchased for its own account for investment and not with a view to the offering or distribution thereof within the meaning of the Act and any applicable state securities laws; (b) The Holder has sufficient knowledge and expertise in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Company. The Holder understands that this investment involves a high degree of risk and could result in a substantial or complete loss of its investment. The Holder is capable of bearing the economic risks of such investment; (c) The Holder is an “Accredited Investor” as such term is defined under Regulation D promulgated pursuant to the Act; (d) Any subsequent sale of any Warrant Shares shall be made either pursuant to an effective registration statement under the Act and any applicable state securities laws, or pursuant to an exemption from registration under the Act and any such state securities laws; (e) If requested by the Company, the Holder shall submit a written statement, in form reasonably satisfactory to the Company, to the effect that the representations set forth in paragraphs (a) through (d) above are (x) true and correct as of the date of purchase of any Warrant Shares hereunder or (y) true and correct as of the date of any sale of any Warrant Shares, as applicable; and (f) The Holder hereby agrees that, during the period of duration (not to exceed one hundred eighty (180) days) specified by the Company and an underwriter of Common Stock or other securities of the Company in an agreement in connection with any offering of the Company’s securities, following the effective date of the registration statement for a public offering of the Company’s securities filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period, except Common Stock, if any, included in such registration; provided, that such “lock-up” period applicable to the Holder shall not be greater than the shortest lock-up period restricting any other shareholder of the Company executing lock-up agreements in connection with such registration (including Xxxxxx X. Xxxxxxxxx).

Representations and Covenants of the Holder. The Holder hereby represents and covenants warrants to the Company that: (a) This that the Warrant and any the Warrant Shares purchased upon exercise of this Warrant Stock will be purchased acquired by the Holder for its own account for investment and not with a view to the offering distribution thereof, except that this sentence shall not be deemed to prohibit or distribution thereof within the meaning restrict transactions not in violation of this Agreement. As a condition to transfer of the Warrant or exercise of it the Holder will be required to acknowledge that this Warrant and the Warrant Stock are being issued by the Company without registration under the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws; (b) The Holder has sufficient knowledge and expertise in financial and business matters so as to may not be capable of evaluating offered or sold unless registered or exempt from registration under the merits and risks of its investment in the CompanySecurities Act. The Holder understands will be required to covenant and agree that this investment involves a high degree no Warrants or Warrant Stock will be offered or sold by or for the account of risk and could result the Holder except (i) pursuant to an exemption from registration under the Securities Act (which exemption is confirmed in a substantial or complete loss written opinion of its investment. The Holder is capable of bearing the economic risks of such investment; (c) The Holder is an “Accredited Investor” as such term is defined under Regulation D promulgated pursuant Holder's counsel addressed to the Act; Company and satisfactory in form and substance to the Company's counsel) or (dii) Any subsequent sale of any Warrant Shares shall be made either pursuant to an effective registration statement under the Securities Act. Each certificate representing shares shall bear a legend making appropriate reference to the foregoing restrictions. Unless and until removed as provided below, each Warrant Certificate and the certificates evidencing Warrant Stock shall bear a legend in substantially the following form: "The Securities have not been registered under the Securities Act of 1933, as amended, and any applicable state securities lawsmay not be sold, pledged or otherwise transferred unless (A) covered by an effective registration statement under the Securities Act of 1933, as amended, (B) in compliance with Rule 144 under such Act, or (C) the Company has been furnished with an opinion of counsel reasonably acceptable to the Company to the effect that no registration is required by such transfer." The Company shall issue a new certificate which does not contain such legend if (i) the shares represented by such certificate are sold pursuant to an exemption from a registration statement (including a current Prospectus) which has become and is effective under the Act Securities Act, or (ii) the staff of the Securities and Exchange Commission (or any such state securities laws; other Federal agency at the time administering the Securities Act) (ethe "Commission") If requested by the Companyshall have issued a "no action" letter, the Holder shall submit a written statement, in form reasonably satisfactory to counsel for the Company, to the effect that such shares may be freely sold and thereafter traded publicly without registration under the representations set forth in paragraphs (a) through (d) above are (x) true and correct as of the date of purchase of any Warrant Shares hereunder Securities Act, or (yiii) true and correct as of the date of any sale of any Warrant Shares, as applicable; and (f) The Holder hereby agrees that, during the period of duration (not counsel acceptable to exceed one hundred eighty (180) days) specified by the Company and shall have rendered an underwriter of Common Stock or other securities of opinion satisfactory to the Company in an agreement in connection with any offering of to the Company’s securities, following the effective date of the effect that such shares may be freely sold and thereafter traded publicly without registration statement for a public offering of the Company’s securities filed under the Securities Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period, except Common Stock, if any, included in such registration; provided, that such “lock-up” period applicable to the Holder shall not be greater than the shortest lock-up period restricting any other shareholder of the Company executing lock-up agreements in connection with such registration (including Xxxxxx X. Xxxxxxxxx).

Representations and Covenants of the Holder. (a) The Holder hereby represents and covenants warrants to the Insider and the Company that: (ai) The Holder, in making the decision to receive the shares of Class A Common Stock from the Company pursuant to this Agreement, has not relied upon any oral or written representations or assurances from the Insider or any of the Insider’s or the Company’s officers, directors, partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the shares of Class A Common Stock. (ii) This Warrant Agreement has been validly authorized, executed and any Warrant Shares purchased upon exercise delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Warrant Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (iii) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (iv) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the issuance of the shares of Class A Common Stock contemplated hereby will be purchased made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (v) The Holder is acquiring the shares of Class A Common Stock solely for its investment purposes, for such Holder’s own account (and/or for investment the account or benefit of its members or affiliates, as permitted), and not with a view to the offering or distribution thereof within the meaning in violation of the Securities Act and the Holder has no present arrangement to sell the shares of Class A Common Stock to be received hereunder to or through any applicable state securities laws;person or entity except as may be permitted hereunder. (vi) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Class A Common Stock. The Holder is aware that an investment in the shares of Class A Common Stock is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the Class A Common Stock, including those restrictions described or provided for in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (vii) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with the acquisition of the shares of Class A Common Stock nor is the Holder entitled to or will accept any such fee or commission. (viii) The Holder understands that the shares of Class A Common Stock will be issued to the Holder in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth in this Agreement in order to determine the applicability of such provisions. (b) The Holder has sufficient knowledge acknowledges and expertise agrees that the Share Issuance Shares are not entitled to, and have no right, interest or claim of any kind in financial and business matters so as to be capable of evaluating the merits and risks of its investment or to, any monies held in the trust account established for the benefit of the Company. The Holder understands that this investment involves ’s public stockholders in connection with the Company’s initial public offering (the “Trust Account”) or distributed to the Company’s public stockholders as a high degree result of risk and could result in a substantial or complete loss any liquidation of its investment. The Holder is capable of bearing the economic risks of such investment;Trust Account. (c) The Holder is an “Accredited Investor” as such term is defined under Regulation D promulgated pursuant to agrees, solely for the Act; (d) Any subsequent sale benefit of any Warrant Shares shall be made either pursuant to an effective registration statement under the Act and any applicable state securities lawsand, or pursuant to an exemption from registration under the Act and any such state securities laws; (e) If requested notwithstanding anything else herein, enforceable only by the Company, to waive any right that it may have to elect to have the Holder shall submit a written statementCompany redeem any Share Issuance Shares and agrees not to redeem or otherwise exercise any right to redeem, the Share Issuance Shares in form reasonably satisfactory connection with the Business Combination. For the avoidance of doubt, nothing in this Agreement is intended to restrict or prohibit Holder’s ability to (i) redeem any shares of Class A Common Stock other than the CompanyShare Issuance Shares, to (ii) trade or redeem any shares of Class A Common Stock (other than the effect that the representations set forth Share Issuance Shares) in paragraphs its discretion and at any time or (aiii) through (d) above are (x) true trade or redeem any Share Issuance Shares in its discretion and correct as of at any time after the date of purchase of any Warrant Shares hereunder or (y) true and correct as of the date of any sale of any Warrant Shares, as applicable; and (f) The Holder hereby agrees that, during the period of duration (not to exceed one hundred eighty (180) days) specified by the Company and an underwriter of Common Stock or other securities of the Company in an agreement in connection with any offering of the Company’s securities, following the effective date of the registration statement for a public offering of the Company’s securities filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period, except Common Stock, if any, included in such registration; provided, that such “lock-up” period applicable to the Holder shall not be greater than the shortest lock-up period restricting any other shareholder of the Company executing lock-up agreements in connection with such registration (including Xxxxxx X. Xxxxxxxxx)Meeting.

Representations and Covenants of the Holder. The Holder hereby represents and covenants warrants to the Company that: (a) This that the Warrant and any the Warrant Shares purchased upon exercise of this Warrant Stock will be purchased acquired by the Holder for its own account for investment and not with a view to the offering distribution thereof, except that this sentence shall not be deemed to prohibit or distribution thereof within the meaning restrict transactions not in violation of this Agreement. As a condition to transfer of the Act Warrant or exercise of it the Holder will be required to acknowledge that this Warrant and any applicable state securities laws; (b) The Holder has sufficient knowledge the Warrant Stock are being issued by the Company without registration under the Securities Act, and expertise in financial and business matters so as to may not be capable of evaluating offered or sold unless registered or exempt from registration under the merits and risks of its investment in the CompanySecurities Act. The Holder understands will be required to covenant and agree that this investment involves a high degree no Warrants or Warrant Stock will be offered or sold by or for the account of risk and could result the Holder except (i) pursuant to an exemption from registration under the Securities Act (which exemption is confirmed in a substantial or complete loss written opinion of its investment. The Holder is capable of bearing the economic risks of such investment; (c) The Holder is an “Accredited Investor” as such term is defined under Regulation D promulgated pursuant Holder's counsel addressed to the Act; Company and satisfactory in form and substance to the Company's counsel) or (dii) Any subsequent sale of any Warrant Shares shall be made either pursuant to an effective registration statement under the Securities Act. Each certificate representing shares shall bear a legend making appropriate reference to the foregoing restrictions. (1) Unless and until removed as provided below, each Warrant Certificate and the certificates evidencing Warrant Stock shall bear a legend in substantially the following form: "The Securities have not been registered under the Securities Act of 1933, as amended, and any applicable state securities lawsmay not be sold, pledged or otherwise transferred unless (A) covered by an effective registration statement under the Securities Act of 1933, as amended, (B) in compliance with Exhibit 4.5 Rule 144 under such Act, or (C) the Company has been furnished with an opinion of counsel reasonably acceptable to the Company to the effect that no registration is required by such transfer." (2) The Company shall issue a new certificate which does not contain such legend if (i) the shares represented by such certificate are sold pursuant to an exemption from a registration statement (including a current Prospectus) which has become and is effective under the Act Securities Act, or (ii) the staff of the Securities and Exchange Commission (or any such state securities laws; other Federal agency at the time administering the Securities Act) (ethe "Commission") If requested by the Companyshall have issued a "no action" letter, the Holder shall submit a written statement, in form reasonably satisfactory to counsel for the Company, to the effect that such shares may be freely sold and thereafter traded publicly without registration under the representations set forth in paragraphs (a) through (d) above are (x) true and correct as of the date of purchase of any Warrant Shares hereunder Securities Act, or (yiii) true and correct as of the date of any sale of any Warrant Shares, as applicable; and (f) The Holder hereby agrees that, during the period of duration (not counsel acceptable to exceed one hundred eighty (180) days) specified by the Company and shall have rendered an underwriter of Common Stock or other securities of opinion satisfactory to the Company in an agreement in connection with any offering of to the Company’s securities, following the effective date of the effect that such shares may be freely sold and thereafter traded publicly without registration statement for a public offering of the Company’s securities filed under the Securities Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period, except Common Stock, if any, included in such registration; provided, that such “lock-up” period applicable to the Holder shall not be greater than the shortest lock-up period restricting any other shareholder of the Company executing lock-up agreements in connection with such registration (including Xxxxxx X. Xxxxxxxxx).

Representations and Covenants of the Holder. The Holder hereby represents and covenants to the Company that: (a) This Warrant and any Warrant Shares purchased upon exercise of this Warrant will be purchased for its own account for investment and not with a view to the offering or distribution thereof within the meaning of the Act and any applicable state securities laws; (b) The Holder has sufficient knowledge and expertise in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Company. The Holder understands that this investment involves a high degree of risk and could result in a substantial or complete loss of its investment. The Holder is capable of bearing the economic risks of such investment; (c) The Holder is an “Accredited Investor” as such term is defined under Regulation D promulgated pursuant to the Act; (d) Any subsequent sale of any Warrant Shares shall be made either pursuant to an effective registration statement under the Act and any applicable state securities laws, or pursuant to an exemption from registration under the Act and any such state securities laws; (e) If requested by the Company, the Holder shall submit a written statement, in form reasonably satisfactory to the Company, to the effect that the representations set forth in paragraphs (a) through (d) above are (x) true and correct as of the date of purchase of any Warrant Shares hereunder or (y) true and correct as of the date of any sale of any Warrant Shares, as applicable; and (f) The Holder hereby agrees that, during the period of duration (not to exceed one hundred eighty (180) days) specified by the Company and an underwriter of Common Stock or other securities of the Company in an agreement in connection with any offering of the Company’s securities, following the effective date of the registration statement for a public offering of the Company’s 's securities filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period, except Common Stock, if any, included in such registration; provided, that such “lock-up” period applicable to the Holder shall not be greater than the shortest lock-up period restricting any other shareholder of the Company executing lock-up agreements in connection with such registration (including Xxxxxx X. Xxxxxxxxx).

Representations and Covenants of the Holder. The By its acceptance of this warrant, the Holder hereby represents and warrants to and covenants to with the Company that: (a) This Warrant and any Warrant Shares purchased upon exercise of this Warrant will be purchased for its own account for investment and not with a view to the offering or distribution thereof within the meaning of the Act and any applicable state securities laws; (b) 4.1 The Holder has sufficient knowledge such knowledge, skill and expertise experience in business, financial and business investment matters so as to be that the Holder is capable of evaluating the merits and risks of an investment in this warrant and the Company’s securities issuable hereunder (collectively, the “Securities”) and has the ability to suffer the total loss of its investment in the Securities. To the extent necessary, the Holder has retained, at the Holder’s own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of holding and disposing of the Securities. The Holder further represents that it has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Securities and the business of the Company, and to obtain additional information to the Holder’s satisfaction. 4.2 The Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended. The Holder agrees to furnish any additional information needed by Company to assure compliance with applicable federal and state securities laws in connection with the purchase and sale of the Securities. 4.3 The Holder is acquiring the Securities solely for its own and its affiliates’ account, for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. The Holder understands that this investment involves a high degree of risk and could result in a substantial or complete loss of its investment. The Holder is capable of bearing the economic risks of such investment; (c) The Holder is an “Accredited Investor” as such term is defined under Regulation D promulgated pursuant to the Act; (d) Any subsequent sale of any Warrant Shares shall be made either pursuant to an effective registration statement under the Act and any applicable state securities laws, or pursuant to an exemption from registration under the Act and any such state securities laws; (e) If requested by the Company, the Holder shall submit a written statement, in form reasonably satisfactory to the Company, to the effect that the representations set forth in paragraphs (a) through (d) above are (x) true and correct as of the date of purchase of any Warrant Shares hereunder or (y) true and correct as of the date of any sale of any Warrant Shares, as applicable; and (f) The Holder hereby agrees that, during the period of duration (Securities have not to exceed one hundred eighty (180) days) specified by the Company and an underwriter of Common Stock or other securities of the Company in an agreement in connection with any offering of the Company’s securities, following the effective date of the registration statement for a public offering of the Company’s securities filed been registered under the Act, it shall not, to or any state securities laws by reason of specific exemptions under the extent requested provisions thereof which depend in part upon the investment intent of the Holder and of the other representations made by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of Holder in this warrant. The Holder understands that the Company held by it at is relying upon the representations and agreements contained in this warrant (and any time during supplemental information) for the purpose of determining whether this transaction meets the requirements for such period, except Common Stock, if any, included in such registration; provided, that such “lock-up” period applicable to the Holder shall not be greater than the shortest lock-up period restricting any other shareholder of the Company executing lock-up agreements in connection with such registration (including Xxxxxx X. Xxxxxxxxx)exemptions.

Representations and Covenants of the Holder. The Holder hereby represents and covenants to the Company that: (a) This Warrant and any Warrant Shares purchased upon exercise of this Warrant will be purchased for its own account for investment and not with a view to the offering or distribution thereof within the meaning of the Act and any applicable state securities laws; (b) The Holder has sufficient knowledge and expertise in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Company. The Holder understands that this investment involves a high degree of risk and could result in a substantial or complete loss of its investment. The Holder is capable of bearing the economic risks of such investment; (c) The Holder is an “Accredited Investor” as such term is defined under Regulation D promulgated pursuant to the Act; (d) Any subsequent sale of any Warrant Shares shall be made either pursuant to an effective registration statement under the Act and any applicable state securities laws, or pursuant to an exemption from registration under the Act and any such state securities laws; (e) If requested by the Company, the Holder shall submit a written statement, in form reasonably satisfactory to the Company, to the effect that the representations set forth in paragraphs (a) through (d) above are (x) true and correct as of the date of purchase of any Warrant Shares hereunder or (y) true and correct as of the date of any sale of any Warrant Shares, as applicable; and (f) The Holder hereby agrees that, during the period of duration (not to exceed one hundred eighty (180) days) specified by the Company and an underwriter of Common Stock or other securities of the Company in an agreement in connection with any offering of the Company’s securities, following the effective date of the registration statement for a public offering of the Company’s securities filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period, except Common Stock, if any, included in such registration; provided, that such “lock-up” period applicable to the Holder shall not be greater than the shortest lock-up period restricting any other shareholder of the Company executing lock-up agreements in connection with such registration (including Xxxxxx Hxxxxx X. Xxxxxxxxx).

Representations and Covenants of the Holder. The Holder hereby represents and covenants warrants to the Company that: (a) This that the Warrant and any the Warrant Shares purchased upon exercise of this Warrant Stock will be purchased acquired by the Holder for its own account for investment and not with a view to the offering distribution thereof, except that this sentence shall not be deemed to prohibit or distribution thereof within the meaning restrict transactions not in violation of this Agreement. As a condition to transfer of the Act Warrant or exercise of it the Holder will be required to acknowledge that this Warrant and any applicable state securities laws; (b) The Holder has sufficient knowledge the Warrant Stock are being issued by the Company without registration under the Securities Act, and expertise in financial and business matters so as to may not be capable of evaluating offered or sold unless registered or exempt from registration under the merits and risks of its investment in the CompanySecurities Act. The Holder understands will be required to covenant and agree that this investment involves a high degree no Warrants or Warrant Stock will be offered or sold by or for the account of risk and could result the Holder except (i) pursuant to an exemption from registration under the Securities Act (which exemption is confirmed in a substantial or complete loss written opinion of its investment. The Holder is capable of bearing the economic risks of such investment; (c) The Holder is an “Accredited Investor” as such term is defined under Regulation D promulgated pursuant Holder's counsel addressed to the Act; Company and satisfactory in form and substance to the Company's counsel) or (dii) Any subsequent sale of any Warrant Shares shall be made either pursuant to an effective registration statement under the Securities Act. Each certificate representing shares shall bear a legend making appropriate reference to the foregoing restrictions. (1) Unless and until removed as provided below, each Warrant Certificate and the certificates evidencing Warrant Stock shall bear a legend in substantially the following form: "The Securities have not been registered under the Securities Act of 1933, as amended, and any applicable state securities lawsmay not be sold, pledged or otherwise transferred unless (A) covered by an effective registration statement under the Securities Act of 1933, as amended, (B) in compliance with Rule 144 under such Act, or (C) the Company has been furnished with an opinion of counsel reasonably acceptable to the Company to the effect that no registration is required by such transfer." (2) The Company shall issue a new certificate which does not contain such legend if (i) the shares represented by such certificate are sold pursuant to an exemption from a registration statement (including a current Prospectus) which has become and is effective under the Act Securities Act, or (ii) the staff of the Securities and Exchange Commission (or any such state securities laws; other Federal agency at the time administering the Securities Act) (ethe "Commission") If requested by the Companyshall have issued a "no action" letter, the Holder shall submit a written statement, in form reasonably satisfactory to counsel for the Company, to the effect that such shares may be freely sold and thereafter traded publicly without registration under the representations set forth in paragraphs (a) through (d) above are (x) true and correct as of the date of purchase of any Warrant Shares hereunder Securities Act, or (yiii) true and correct as of the date of any sale of any Warrant Shares, as applicable; and (f) The Holder hereby agrees that, during the period of duration (not counsel acceptable to exceed one hundred eighty (180) days) specified by the Company and shall have rendered an underwriter of Common Stock or other securities of opinion satisfactory to the Company in an agreement in connection with any offering of to the Company’s securities, following the effective date of the effect that such shares may be freely sold and thereafter traded publicly without registration statement for a public offering of the Company’s securities filed under the Securities Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period, except Common Stock, if any, included in such registration; provided, that such “lock-up” period applicable to the Holder shall not be greater than the shortest lock-up period restricting any other shareholder of the Company executing lock-up agreements in connection with such registration (including Xxxxxx X. Xxxxxxxxx).