Common use of Restriction on Sales Clause in Contracts

Restriction on Sales. (a) Each Holder agrees that, following the effectiveness of any Registration Statement relating to its Registrable Securities, the Holder will not effect any dispositions of any of its Registrable Securities pursuant to such Registration Statement or any filings under any state securities Laws at any time after the Holder has received notice from the Company to suspend dispositions as a result of the occurrence or existence of any Suspension Event or so that the Company may correct or update the Registration Statement or such filing. Each Holder will maintain the strict confidentiality of any information included in the written notice delivered by the Company unless otherwise required by Law or subpoena. Each Holder may recommence effecting dispositions of the Registrable Securities pursuant to the Registration Statement or such filings, and all other obligations which are suspended as a result of a Suspension Event shall no longer be so suspended, following further notice to such effect from the Company, which notice shall be given by the Company promptly after the conclusion of any such Suspension Event. (b) Each Holder of Registrable Securities further agrees, if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering (each, a “Company Offering”), not to effect any disposition of any of the Registrable Securities during the period (the “Offering Blackout Period”) beginning upon receipt by the Holder of written notice from the Company, but in any event no earlier than the fifteenth (15th) day preceding the anticipated date of pricing of such Company Offering, and ending no later than ninety (90) days after the closing date of such Company Offering. Such Offering Blackout Period notice shall be in writing in a form reasonably satisfactory to the Company and the managing underwriter or underwriters. Each Holder will maintain the strict confidentiality of any information included in such notice delivered by the Company unless otherwise required by Law or subpoena. Such Offering Blackout Period notice shall only be effective if (i) all executive officers subject to Section 16 of the Exchange Act and directors of the Company are similarly bound and (ii) such Offering Blackout Period notice provides that any release from such notice shall only be effective if it is granted pro rata to all Holders.

Restriction on Sales. (a) Each Holder agrees that, following the effectiveness of any Registration Statement relating to its Registrable SecuritiesShares, the Holder will not effect any dispositions of any of its Registrable Securities Shares pursuant to such Registration Statement or any filings under any state securities Laws laws at any time after the Holder has received notice from the Company to suspend dispositions as a result of the occurrence or existence of any Suspension Event or so that the Company may correct or update the Registration Statement or such filing. Each Holder will maintain the strict confidentiality of any information included in the written notice delivered by the Company unless otherwise required by Law law or subpoena. Each Holder may recommence effecting dispositions of the Registrable Securities Shares pursuant to the Registration Statement or such filings, and all other obligations which are suspended as a result of a Suspension Event shall no longer be so suspended, following further notice to such effect from the Company, which notice shall be given by the Company promptly after the conclusion of any such Suspension Event. (b) Each Holder of Registrable Securities Shares further agrees, if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering (each, a “Company Offering”), not to effect any disposition of any of the Registrable Securities Purchased Shares during the period (the “Offering Blackout Period”) beginning upon receipt by the Holder of written notice from the Company, but in any event no earlier than the fifteenth (15th) day preceding the anticipated date of pricing of such Company Offering, and ending no later than ninety (90) days after the closing date of such Company Offering, and in no event for any longer period of time than is applicable to iStar Inc. in connection with such Company Offering. Such Offering Blackout Period notice shall be in writing in a form reasonably satisfactory to the Company and the managing underwriter or underwriters. Each Holder will maintain the strict confidentiality of any information included in such notice delivered by the Company unless otherwise required by Law law or subpoena. Such Offering Blackout Period notice shall only be effective if (i) all executive officers subject to Section 16 of the Exchange Act and directors of the Company are similarly bound and (ii) such Offering Blackout Period notice provides that any release from such notice shall only be effective if it is granted pro rata to all Holders.

Restriction on Sales. (a) Each The Holder agrees that, following the effectiveness of any Registration Statement relating to its Registrable SecuritiesShares, the Holder will not effect any dispositions of any of its Registrable Securities Shares pursuant to such Registration Statement or any filings under any state securities Laws laws at any time after the Holder has received notice from the Company to suspend dispositions as a result of the occurrence or existence of any Suspension Event or so that the Company may correct or update the Registration Statement or such filing. Each The Holder will maintain the strict confidentiality of any information included in the written notice delivered by the Company unless otherwise required by Law law or subpoena. Each The Holder may recommence effecting dispositions of the Registrable Securities Shares pursuant to the Registration Statement or such filings, and all other obligations which are suspended as a result of a Suspension Event shall no longer be so suspended, following further notice to such effect from the Company, which notice shall be given by the Company promptly after the conclusion of any such Suspension Event. (b) Each The Holder of Registrable Securities further agrees, if requested by the managing underwriter or underwriters in a Company-initiated an underwritten offering (each, a “Company Offering”)offering, not to effect any disposition of any of the Registrable Securities Shares during the period (the “Offering Blackout Period”) beginning upon receipt by the Holder of written notice from the Company, but in any event no earlier than the fifteenth (15th) day preceding the anticipated date of pricing of such Company Offeringunderwritten offering, and ending no later than ninety (90) days after the closing date of such Company Offeringunderwritten offering, and in no event for any longer period of time than is applicable to the Company's directors and officers in connection with such underwritten offering; provided, however, that such lockup shall not prohibit the Holder from pledging its Registrable Shares pursuant to a bona fide margin loan or prevent the lender from exercising foreclosure remedies pursuant to such loan. Such Offering Blackout Period notice shall be in writing in a form reasonably satisfactory to the Company and the managing underwriter or underwriters. Each The Holder will maintain the strict confidentiality of any information included in such notice delivered by the Company unless otherwise required by Law law or subpoena. Such Offering Blackout Period notice shall only be effective if . (ic) all executive officers subject The Holder confirms its agreements to Section 16 the restrictions on sales of Registrable Shares set forth in the Exchange Act and directors of the Company are similarly bound and (ii) such Offering Blackout Period notice provides that any release from such notice shall only be effective if it is granted pro rata to all HoldersGovernance Agreement.

Restriction on Sales. (a) Each The Holder agrees that, following the effectiveness of any Registration Statement relating to its Registrable SecuritiesShares, the Holder will not effect any dispositions of any of its Registrable Securities Shares pursuant to such Registration Statement or any filings under any state securities Laws laws at any time after the Holder has received notice from the Company to suspend dispositions as a result of the occurrence or existence of any Suspension Event or so that the Company may correct or update the Registration Statement or such filing. Each The Holder will maintain the strict confidentiality of any information included in the written notice delivered by the Company unless otherwise required by Law law or subpoena. Each The Holder may recommence effecting dispositions of the Registrable Securities Shares pursuant to the Registration Statement or such filings, and all other obligations which are suspended as a result of a Suspension Event shall no longer be so suspended, following further notice to such effect from the Company, which notice shall be given by the Company promptly after the conclusion of any such Suspension Event. (b) Each The Holder of Registrable Securities further agrees, if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering (each, a “Company Offering”), not to effect any disposition of any of the Registrable Securities Shares during the period (the “Offering Blackout Period”) beginning upon receipt by the Holder of written notice from the Company, but in any event no earlier than the fifteenth (15th) day preceding the anticipated date of pricing of such Company Offering, and ending no later than ninety (90) days after the closing date of such Company Offering, and in no event for any longer period of time than is applicable to iStar Inc. in connection with such Company Offering. Such Offering Blackout Period notice shall be in writing in a form reasonably satisfactory to the Company and the managing underwriter or underwriters. Each The Holder will maintain the strict confidentiality of any information included in such notice delivered by the Company unless otherwise required by Law law or subpoena. Such Offering Blackout Period notice shall only be effective if (i) all executive officers subject to Section 16 of the Exchange Act and directors of the Company are similarly bound and (ii) such Offering Blackout Period notice provides that any release from such notice shall only be effective if it is granted pro rata to all Holders.

Restriction on Sales. (a) Each Holder hereby agrees with the Company that, during the one year period following the effectiveness Closing Date, it shall not sell or otherwise transfer or dispose of (other than to donees, affiliates or partners who agree to be similarly bound) any Registration Statement relating to its Registrable Securities. To the extent that a Holder is released from the restrictions of this Section 8 (any such release shall be effectuated in accordance with the requirements of subsection (d) hereof), each other Holder will be similarly released on a pro rata or other equitable basis (as determined in good faith by the Board of Directors of the Company). (i) Notwithstanding anything to the contrary contained in Section 8(a) above, the Holder will not effect any dispositions of any of its Registrable Securities pursuant North Sound Investors shall have the right to such Registration Statement or any filings under any state securities Laws at any time after the Holder has received notice from the Company to suspend dispositions as a result of the occurrence or existence of any Suspension Event or so that the Company may correct or update the Registration Statement or such filing. Each Holder will maintain the strict confidentiality of any information included in the written notice delivered by the Company unless otherwise required by Law or subpoena. Each Holder may recommence effecting dispositions sell all of the Registrable Securities pursuant held by them (collectively, the “NSI Shares”) to a single purchaser (or group of Affiliated purchasers) in a privately negotiated transaction if the North Sound Investors determine in good faith that such sale is reasonably necessary to the Registration Statement or such filingsconduct of their operations; provided, however, that if and all other obligations which are suspended as a result for so long as, in the reasonable good faith judgment of a Suspension Event shall no longer be so suspended, following further notice to such effect from the Board of Directors of the Company, such sale would have a material negative impact on an ongoing active round of financing of the Company, such sale shall require the prior consent of the Company. (ii) If the North Sound Investors propose to sell the NSI Shares pursuant to this Section 8(b), they shall deliver a written notice to the Company (the “NSI Notice”) which notice NSI Notice shall specify the proposed aggregate cash purchase price for the NSI Shares (the “NSI Price”) together with any other material terms and conditions of the proposed sale. (iii) Within twenty one (21) days following receipt of the NSI Notice, the Company shall notify the North Sound Investors whether the Company (or its designee) elects to purchase the NSI Shares at the NSI Price on such terms and conditions as are specified in the NSI Notice (such notification is hereinafter referred to as the “Company Acceptance”). If the Company does not provide a Company Acceptance to the North Sound Investors within such twenty one (21) day period, the Company shall be given deemed to have declined to purchase (or designate a third party to purchase) the NSI Shares. A Company Acceptance shall be deemed to be an irrevocable commitment by the Company promptly after (or its designee) to purchase the conclusion of any such Suspension EventNSI Shares from the North Sound Investors. (biv) Each Holder If the Company (or its designee) does not elect to purchase the NSI Shares, the North Sound Investors may sell the NSI Shares to a single purchaser (or group of Registrable Securities further agreesAffiliated purchasers) for an aggregate cash purchase price not less than the NSI Price, if requested by and on such other terms and conditions as are no more favorable to such purchaser(s) than those specified in the managing underwriter NSI Notice; provided, that the North Sound Investors may sell the NSI Shares for an aggregate purchase price less than the NSI Price or underwriters in a Company-initiated underwritten offering on terms more favorable to such purchaser(s) if, prior to such sale, the North Sound Investors shall first offer to the Company (eachor its designee) the opportunity to purchase the NSI Shares at such lower aggregate purchase price and on such more favorable terms and conditions, a as the case may be (the “Company OfferingNSI Revised Offer”), not to effect any disposition of any which NSI Revised Offer shall remain open until 5:30 p.m. on the second Trading Day following the Company’s receipt of the Registrable Securities during NSI Revised Offer pursuant to Section 13(g) below. (v) The closing of the period (purchase of the “Offering Blackout Period”) beginning upon receipt NSI Shares by the Holder Company pursuant to this Section 8(b) shall take place no later than five (5) Trading Days after the delivery of written notice from the Company Acceptance or the Company’s acceptance of the NSI Revised Offer, as applicable, at 10:00 a.m. local time at the principal offices of the Company, but in any event no earlier than the fifteenth (15th) day preceding the anticipated date of pricing of or at such Company Offeringother date, and ending no later than ninety (90) days after the closing date of such Company Offering. Such Offering Blackout Period notice shall be in writing in a form reasonably satisfactory to time or place as the Company and the managing underwriter North Sound Investors may agree. At such closing, the North Sound Investors shall sell, transfer and deliver to the Company (or underwriters. Each Holder will maintain its designee) the strict confidentiality of any information included in such notice delivered NSI Shares so purchased by the Company unless otherwise and shall deliver to the Company a certificate or other evidence representing the NSI Shares. Simultaneously with delivery of such certificates, the Company shall deliver to the North Sound Investors, by wire transfer of immediately available funds to such bank account as the North Sound Investors shall designate, a cash amount equal to the NSI Price (as the same may be revised by the NSI Revised Offer, if applicable), in full payment of the purchase price of the NSI Shares being purchased. (c) In addition to any legends required pursuant to Section 12(a) or any other Transaction Document, the Holders agree to the imprinting, so long as is required by Law or subpoena. Such Offering Blackout Period notice shall only be effective if (i) all executive officers this Section 8, of the following legend on any certificate evidencing Registrable Securities: “The securities represented by this certificate are subject to Section 16 the provisions of an Investors’ Rights Agreement dated as of September [7], 2006 (a copy of which is on file with the Secretary of the Exchange Act Company) and directors may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of except in compliance with the provisions of such Investors’ Rights Agreement.” (d) The Company covenants and agrees to fully enforce the restrictions contained in this Section 8 against each Holder, except to the extent such restrictions are subsequently waived or modified pursuant to a written instrument executed by the Company and the Holders of at least 662/3% of the Registrable Securities. In furtherance of the foregoing, the Company shall issue stop transfer instructions to its transfer agent consistent with the restrictions contained herein. The Company may not make any notation on its records or give instructions to any transfer agent of the Company are similarly bound and (ii) such Offering Blackout Period notice provides that any release from such notice shall only be effective if it is granted pro rata to all Holdersenlarge the restrictions on transfer set forth in this Section 8.

Restriction on Sales. (a) Each The Holder agrees that, following the effectiveness of any Registration Statement relating to its Registrable SecuritiesShares, the Holder will not effect any dispositions of any of its Registrable Securities Shares pursuant to such Registration Statement or any filings under any state securities Laws laws at any time after the Holder has received notice from the Company to suspend dispositions as a result of the occurrence or existence of any Suspension Event or so that the Company may correct or update the Registration Statement or such filing. Each The Holder will maintain the strict confidentiality of any information included in the written notice delivered by the Company unless otherwise required by Law law or subpoena. Each The Holder may recommence effecting dispositions of the Registrable Securities Shares pursuant to the Registration Statement or such filings, and all other obligations which are suspended as a result of a Suspension Event shall no longer be so suspended, following further notice to such effect from the Company, which notice shall be given by the Company promptly after the conclusion of any such Suspension Event. (b) Each The Holder of Registrable Securities further agrees, if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering (each, a “Company Offering”), not to effect any disposition of any of the Registrable Securities Shares during the period (the “Offering Blackout Period”) beginning upon receipt by the Holder of written notice from the Company, but in any event no earlier than the fifteenth (15th) day preceding the anticipated date of pricing of such Company Offering, and ending no later than ninety (90) days after the closing date of such Company Offering, and in no event for any longer period of time than is applicable to iStar Inc. in connection with such Company Offering. Such Offering Blackout Period notice shall be in writing in a form reasonably satisfactory to the Company and the managing underwriter or underwriters. Each The Holder will maintain the strict confidentiality of any information included in such notice delivered by the Company unless otherwise required by Law law or subpoena. Such Offering Blackout Period notice shall only be effective if . (ic) all executive officers subject The Holder confirms its agreements to Section 16 the restrictions on sales of Registrable Shares, including the Exchange Act and directors of Shares, set forth in the Company are similarly bound and (ii) such Offering Blackout Period notice provides that any release from such notice shall only be effective if it is granted pro rata to all HoldersStockholders Agreement.

Restriction on Sales. (a) Each The Holder agrees that, following the effectiveness of any Registration Statement relating to its Registrable SecuritiesShares, the Holder will not effect any dispositions of any of its Registrable Securities the Purchased Shares pursuant to such Registration Statement or any filings under any state securities Laws laws at any time after the Holder has received notice from the Company to suspend dispositions as a result of the occurrence or existence of any Suspension Event or so that the Company may correct or update the Registration Statement or such filing. Each The Holder will maintain the strict confidentiality of any information included in the written notice delivered by the Company unless otherwise required by Law law or subpoena. Each The Holder may recommence effecting dispositions of the Registrable Securities Purchased Shares pursuant to the Registration Statement or such filings, and all other obligations which are suspended as a result of a Suspension Event shall no longer be so suspended, following further notice to such effect from the Company, which notice shall be given by the Company promptly after the conclusion of any such Suspension Event. (b) Each The Holder of Registrable Securities Shares further agrees, if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering (each, a “Company Offering”), not to effect any disposition of any of the Registrable Securities Purchased Shares during the period (the “Offering Blackout Period”) beginning upon receipt by the Holder of written notice from the Company, but in any event no earlier than the fifteenth (15th) day preceding the anticipated date of pricing of such Company Offering, and ending no later than ninety (90) days after the closing date of such Company Offering. Such Offering Blackout Period notice shall be in writing in a the form reasonably satisfactory to the Company and the managing underwriter or underwriters. Each The Holder will maintain the strict confidentiality of any information included in such notice delivered by the Company unless otherwise required by Law law or subpoena. Such Offering Blackout Period notice shall only be effective if (i) all executive officers subject to Section 16 of the Exchange Act and directors of the Company are similarly bound and (ii) such Offering Blackout Period notice provides that any release from such notice shall only be effective if it is granted pro rata to all Holders.

Restriction on Sales. Short Sales and Hedging Transactions. The ----------------------------------------------------------------- Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder. In furtherance of the foregoing: (a) Each Holder agrees that, following the effectiveness The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any Registration Statement relating to its Registrable Securities, the Holder will not effect any dispositions transfer of any of its Registrable Securities other than pursuant to such Registration Statement an effective registration statement or any filings under any state securities Laws at any time after Rule 144, to the Holder has received notice from the Company Company, to suspend dispositions an Affiliate of a Purchaser or in connection with a pledge as a result of the occurrence or existence of any Suspension Event or so that contemplated in Section 4.1(b), the Company may correct or update require the Registration Statement or such filing. Each Holder will maintain transferor thereof to provide to the strict confidentiality Company an opinion of any information included in the written notice delivered counsel selected by the Company unless otherwise required by Law or subpoena. Each Holder may recommence effecting dispositions transferor, the form and substance of the Registrable Securities pursuant which opinion shall be reasonably satisfactory to the Registration Statement or such filings, and all other obligations which are suspended as a result of a Suspension Event shall no longer be so suspended, following further notice to such effect from the Company, which notice to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be given bound by the Company promptly after terms of this Agreement and shall have the conclusion rights of any such Suspension Eventa Purchaser under this Agreement and the Registration Rights Agreement. (b) Each Holder of Registrable Securities further agreesThe Purchasers agree to the imprinting, if requested so long as is required by the managing underwriter or underwriters in a Company-initiated underwritten offering (each, a “Company Offering”this Section 4.1(b), not to effect any disposition of a legend on any of the Registrable Securities during in the period following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the “Offering Blackout Period”Securities to a financial institution that is an "accredited investor" as defined in Rule 501(a) beginning upon receipt under the Securities Act and who agrees to be bound by the Holder provisions of written notice from this Agreement and the CompanyRegistration Rights Agreement and, but in any event no earlier than if required under the fifteenth (15th) day preceding the anticipated date of pricing terms of such Company Offeringarrangement, and ending no later than ninety (90) days after the closing date of such Company Offering. Such Offering Blackout Period notice shall be in writing in a form reasonably satisfactory Purchaser may transfer pledged or secured Securities to the Company and the managing underwriter pledgees or underwriters. Each Holder will maintain the strict confidentiality of any information included in such notice delivered by the Company unless otherwise required by Law or subpoena. Such Offering Blackout Period notice shall only be effective if (i) all executive officers subject to Section 16 of the Exchange Act and directors of the Company are similarly bound and (ii) such Offering Blackout Period notice provides that any release from such notice shall only be effective if it is granted pro rata to all Holders.secured

Restriction on Sales. (a) Each The Holder agrees that, following the effectiveness of any Registration Statement relating to its Registrable SecuritiesShares, the Holder will not effect any dispositions of any of its Registrable Securities Shares pursuant to such Registration Statement or any filings under any state securities Laws laws at any time after the Holder has received notice from the Company to suspend dispositions as a result of the occurrence or existence of any Suspension Event or so that the Company may correct or update the Registration Statement or such filing. Each The Holder will maintain the strict confidentiality of any information included in the written notice delivered by the Company unless otherwise required by Law law, regulation, governmental order or subpoena. Each The Holder may recommence effecting dispositions of the Registrable Securities Shares pursuant to the Registration Statement or such filings, and all other obligations which are suspended as a result of a Suspension Event shall no longer be so suspended, following further notice to such effect from the Company, which notice shall be given by the Company promptly after the conclusion of any such Suspension Event. (b) Each The Holder of Registrable Securities further agrees, if requested by the managing underwriter or underwriters in a Company-initiated an underwritten offering (each, a “Company Offering”)offering, not to effect any disposition of any of the Registrable Securities Shares during the period (the “Offering Blackout Period”) beginning upon receipt by the Holder of written notice from the Company, but in any event no earlier than the fifteenth (15th) day preceding the anticipated date of pricing of such Company Offeringunderwritten offering, and ending no later than ninety (90) days after the closing date of such Company Offeringunderwritten offering, and in no event for any longer period of time than is applicable to the Company’s directors and officers in connection with such underwritten offering; provided, however, that the Holder shall not be required to observe or comply with the Offering Blackout Period if the Holder is not disposing of any of its Registrable Share in such underwritten offering; provided, further, that such lockup shall not prohibit the Holder from pledging its Registrable Shares pursuant to a bona fide margin loan or prevent the lender from exercising foreclosure remedies pursuant to such loan. Such Offering Blackout Period notice shall be in writing in a form reasonably satisfactory to the Company and the managing underwriter or underwriters. Each The Holder will maintain the strict confidentiality of any information included in such notice delivered by the Company unless otherwise required by Law law, regulation, governmental order or subpoena. Such Offering Blackout Period notice shall only be effective if . (ic) all executive officers subject The Holder confirms its agreements to the restrictions on sales of Registrable Shares set forth in Section 16 3.1 of the Exchange Act and directors of the Company are similarly bound and (ii) such Offering Blackout Period notice provides that any release from such notice shall only be effective if it is granted pro rata to all HoldersStockholder’s Agreement.

Restriction on Sales. (a) Each Holder agrees that, following the effectiveness or qualification, as the case may be, of any Registration Statement or Offering Statement relating to its Registrable SecuritiesShares, the Holder will not effect any dispositions of any of its Registrable Securities Shares pursuant to such Registration Statement or Offering Statement or any filings under any state securities Laws laws at any time after the Holder has received notice from the Company to suspend dispositions as a result of the occurrence or existence of any Suspension Event or so that the Company may correct or update the Registration Statement or Offering Statement or such filing. Each Holder will maintain the strict confidentiality of any information included in the written notice delivered by the Company unless otherwise required by Law law or subpoena. Each Holder may recommence effecting dispositions of the Registrable Securities Shares pursuant to the Registration Statement or Offering Statement or such filings, and all other obligations which are suspended as a result of a Suspension Event shall no longer be so suspended, following further written notice to such effect from the Company, which notice shall be given by the Company promptly after the conclusion of any such Suspension Event. (b) Each Holder of Registrable Securities Shares further agrees, if requested by the managing underwriter or underwriters in a Company-initiated underwritten offering (each, a “Company Offering”), not to effect any disposition of any of the Registrable Securities Shares during the period (the “Offering Blackout Period”) beginning upon receipt by the Holder of written notice from the Company, but in any event no earlier than the fifteenth (15th) 15th day preceding the anticipated date of pricing of such Company Offering, and ending no later than ninety (90) 90 days after the closing date of such Company Offering. Such Offering Blackout Period notice shall be in writing in a form reasonably satisfactory to the Company and the managing underwriter or underwriters. Each Holder will maintain the strict confidentiality of any information included in such notice delivered by the Company unless otherwise required by Law law or subpoena. Such Offering Blackout Period notice shall only be effective if (i) all executive officers subject to Section 16 of the Exchange Act and directors of the Company are similarly bound and (ii) such Offering Blackout Period notice provides that any release from such notice shall only be effective if it is granted pro rata to all Holders.

Restriction on Sales. (a) Each The Holder agrees that, following the effectiveness of any Registration Statement relating to its Registrable SecuritiesShares, the Holder will not effect any dispositions of any of its Registrable Securities Shares pursuant to such Registration Statement or any filings under any state securities Laws laws at any time after the Holder has received notice from the Company to suspend dispositions as a result of the occurrence or existence of any Suspension Event or so that the Company may correct or update the Registration Statement or such filing. Each The Holder will maintain the strict confidentiality of any information included in the written notice delivered by the Company unless otherwise required by Law law or subpoena. Each The Holder may recommence effecting dispositions of the Registrable Securities Shares pursuant to the Registration Statement or such filings, and all other obligations which are suspended as a result of a Suspension Event shall no longer be so suspended, following further notice to such effect from the Company, which notice shall be given by the Company promptly after the conclusion of any such Suspension Event. (b) Each The Holder of Registrable Securities further agrees, if requested by the managing underwriter or underwriters in a Company-initiated an underwritten offering (each, a “Company Offering”)offering, not to effect any disposition of any of the Registrable Securities Shares during the period (the “Offering Blackout Period”) beginning upon receipt by the Holder of written notice from the Company, but in any event no earlier than the fifteenth (15th) day preceding the anticipated date of pricing of such Company Offeringunderwritten offering, and ending no later than ninety (90) days after the closing date of such Company Offeringunderwritten offering, and in no event for any longer period of time than is applicable to the Company’s directors and officers in connection with such underwritten offering; provided, however, that such lockup shall not prohibit the Holder from pledging its Registrable Shares pursuant to a bona fide margin loan or prevent the lender from exercising foreclosure remedies pursuant to such loan. Such Offering Blackout Period notice shall be in writing in a form reasonably satisfactory to the Company and the managing underwriter or underwriters. Each The Holder will maintain the strict confidentiality of any information included in such notice delivered by the Company unless otherwise required by Law law or subpoena. Such Offering Blackout Period notice shall only be effective if . (ic) all executive officers subject The Holder confirms its agreements to Section 16 the restrictions on sales of Registrable Shares set forth in the Exchange Act and directors of the Company are similarly bound and (ii) such Offering Blackout Period notice provides that any release from such notice shall only be effective if it is granted pro rata to all HoldersGovernance Agreement.