Common use of Restrictions on Public Sale by Holder of Registrable Securities Clause in Contracts

Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, in connection with any underwritten public offering, each Holder who is participating in such offering or who “beneficially owns” (as such term is defined under the Exchange act) one percent (1%) or more of the Common Stock (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) agrees not to effect any sale or distribution of the Common Stock being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, during the seven (7) days prior to, and during the ninety (90)-day period beginning on, the pricing date of such underwritten public offering, unless such offering is an IPO, in which case the post-offering period shall be one hundred eighty (180) days, (such period, the “Lockup Period”) (except as part of such underwritten public offering), if and to the extent requested in writing by the managing Underwriter or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters); provided that such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, in connection with any underwritten public offering, each Holder who is participating in such offering or of Registrable Securities who “beneficially owns” (as such term is defined under the Exchange act) one five percent (15%) or more of the Common Stock Company Shares (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) agrees not to effect any sale or distribution of the Common Stock issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, during the seven (7) days prior to, and during the ninety (90)-day 90-day period beginning on, the pricing date of such underwritten public offering, unless such offering is an IPO, in which case the post-offering period shall be one hundred eighty (180) days, (such period, the “Lockup Period”) (except as part of such underwritten public offering), if and to the extent requested in writing by the managing Underwriter or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters)) or participating Sponsor, as applicable; provided that such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, in connection with Following any underwritten public offeringoffering of equity securities by the Company or any Holder of Registrable Securities effected pursuant to this Agreement, each Holder of Registrable Securities that owns, together with its Affiliates (or in the case of CalPERS and OTP, together with each other and each of their respective Affiliates (except with respect to either of the foregoing who is participating in such offering or who “beneficially owns” (as such term is defined under owns less than 1% of the Exchange act) one percent (1%) outstanding Common Stock)), 5% or more of the then outstanding shares of Common Stock taking into account all shares of Common Stock acquirable pursuant to Common Stock Equivalents owned by such Holder and its Affiliates (whether or not such Registrable Securities are included in such offering) and each Holder of Registrable Securities that owns, together with its Affiliates (or in the case of CalPERS and OTP, together with each other and each of their respective Affiliates), less than 5% of the then outstanding shares of Common Stock (whether its securities if and only if such Registrable Securities are included in a registration statement or notsuch offering), for as long as such Holder has the right to require that its securities be included in such registration statement) agrees not to effect any public sale or distribution of the Common Stock issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144144 under the Securities Act, during the seven (7) 5 days prior to, and during such period (up to 180 days) beginning on the ninety (90)-day period beginning on, the pricing date of such underwritten public offering, unless the final prospectus used with respect to such offering is an IPO, in which case the post-offering period hereto as shall be one hundred eighty (180) days, (such period, requested by the “Lockup Period”) (Managing Underwriter or Underwriters except as part of such underwritten public offering)registration, and, if and to the extent requested in writing by the managing Underwriter or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters); provided that , each such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities agrees to execute an agreement to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance foregoing effect with applicable securities laws, so long the Underwriters for such offering on such terms as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesreasonably request.

Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, in connection with any underwritten public offering, each Holder who is participating in such offering or of Registrable Securities who “beneficially owns” (as such term is defined under the Exchange act) one five percent (15%) or more of the CEC Common Stock (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) agrees not to effect any sale or distribution of the Common Stock issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, during the seven (7) days prior to, and during the ninety (90)-day 90-day period beginning on, the pricing date of such underwritten public offering, unless such offering is an IPO, in which case the post-offering period shall be one hundred eighty (180) days, (such period, the “Lockup Period”) (except as part of such underwritten public offering), if and to the extent requested in writing by the managing Underwriter or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters)) or participating Sponsor, as applicable; provided that such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Restrictions on Public Sale by Holder of Registrable Securities. To Each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to Section 3 hereof agrees, if requested by the extent not inconsistent with applicable lawmanaging underwriters in an Underwritten Offering, in connection with any underwritten public offering, each Holder who is participating in such offering or who “beneficially owns” (as such term is defined under the Exchange act) one percent (1%) or more of the Common Stock (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) agrees not to effect any sale or other distribution of the Common Stock being registered or a similar security equity securities of the Company, or including any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144144 under the Securities Act (except as part of such Underwritten Registration), during the seven (7) days 10-day period prior to, and during the ninety (90)-day 180-day period beginning onwith, the pricing date effectiveness of such underwritten public offeringRegistration Statement, unless such offering is an IPOto the extent timely notified in writing by the Company or the managing underwriters. Notwithstanding the provisions of the preceding sentence, in which the case of the post-first public offering period shall be one hundred eighty (180) daysof Common Stock pursuant to an effective Registration Statement under the Securities Act for the account of the Company at the aggregate offering price in excess of $35,000,000, (each holder of Registrable Securities agrees, if requested by the managing underwriters in such periodan Underwritten Offering, not to effect any sale or other distribution of equity securities of the “Lockup Period”) Company, including any sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten public offeringUnderwritten Registration), during the 10-day period prior to, and if and purchasing or selling shares of Common Stock in such offering during the 270-day period beginning with, or if neither purchasing nor selling shares of Common Stock in such offering during the 180-day period beginning with, the effectiveness of the Registration Statement relating to such Underwritten Registration, to the extent requested timely notified in writing by the managing Underwriter Company or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters); provided that such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesunderwriters.

Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, in connection with any underwritten public offering, each Holder who is participating in such offering or who “beneficially owns” (as such term is defined under the Exchange act) one five percent (15%) or more of the Common Stock (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) agrees not to effect any sale or distribution of the Common Stock being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, during the seven (7) days prior to, and during the ninety sixty (90)-day 60)-day period beginning on, the pricing date of such underwritten public offering, unless such offering is an IPO, in which case the post-offering period shall be one hundred eighty (180) days, (such period, the “Lockup Period”) (except as part of such underwritten public offering), if and to the extent requested in writing by the managing Underwriter or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters); provided that such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage2.13(a. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a2.13(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Restrictions on Public Sale by Holder of Registrable Securities. To Each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to Section 6.01 hereof agrees, if requested by the extent not inconsistent with applicable law, managing underwriters in connection with any an underwritten public offering, each Holder who is participating in such offering or who “beneficially owns” (as such term is defined under the Exchange act) one percent (1%) or more of the Common Stock (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) agrees not to effect any public sale or distribution of the Common Stock being registered or a similar security securities of the Company, or any Issuer of the same class as the securities convertible into or exchangeable or exercisable for included in such securitiesRegistration Statement, including a sale pursuant to Rule 144, during 144 under the seven (7) days prior to, and during the ninety (90)-day period beginning on, the pricing date of such underwritten public offering, unless such offering is an IPO, in which case the post-offering period shall be one hundred eighty (180) days, (such period, the “Lockup Period”) Securities Act (except as part of such underwritten public offering), if during the 15-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent requested timely notified in writing by the managing Underwriter Issuer or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters)underwriters; provided PROVIDED, HOWEVER, that such Lockup Period is applicable on substantially similar terms to the Company all directors and the executive officers and directors of the Company; provided further Issuer then holding Common Stock enter into agreements containing similar restrictions, and that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution each holder of Registrable Securities shall be subject to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the hold-back restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a6.02 (a) only once during any twelve-month period. The foregoing provisions shall not apply to each Holder (whether any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement; PROVIDED, HOWEVER, that any such holder shall undertake, in its securities are included request to participate in any such underwritten offering, not to effect any public sale or distribution of any Registrable Securities held by such holder and covered by a registration statement or not, for as long as such Holder Registration Statement commencing on the date of sale of the Registrable Securities unless it has the right to require that its securities be included in such registration statement) regardless provided 45 days prior written notice of such Holder’s ownership percentage. Each Holder shall receive sale or distribution to the benefit of any shorter Lockup Period underwriter or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesunderwriters.

Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, in In connection with any underwritten public offeringoffering of equity securities by the Company or any Holder of Registrable Securities effected pursuant to this Registration Rights Agreement, each Holder who is participating in such offering or who “beneficially owns” (as such term is defined under the Exchange act) one percent (1%) or more of the Common Stock (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) Registrable Securities agrees not to effect any public sale or distribution of the Common Stock securities similar to those being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securitiessecurities or hedging transactions relating to the Registrable Securities, including a sale pursuant to Rule 144144 under the Securities Act, during the seven (7) period beginning 14 days prior toto the expected date of “pricing” of such offering and continuing for a period not to exceed 180 days with respect to the Initial Public Offering or 90 days with respect to any offering subsequent to the Initial Public Offering, and during beginning on the ninety (90)-day period beginning on, the pricing date of such underwritten public offering, unless such final prospectus (or prospectus supplement if the offering is an IPO, in which case the post-offering period made pursuant to a “shelf” registration statement) as shall be one hundred eighty (180reasonably requested by the managing Underwriter(s) days, (such period, the “Lockup Period”) (except as part of such registration (the “Lock-Up Period”); provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the managing Underwriter(s) of such underwritten public offering)offering waive, if in writing, such extension. If and to the extent requested in writing by the managing Underwriter or Underwriters (Underwriter(s), each such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters); provided that such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities agrees to execute an agreement to the partners or stockholders thereof or a transfer foregoing effect with the Underwriters for such offering on such terms as the managing Underwriter(s) shall reasonably request (with such modification as reasonably requested by such managing Underwriter(s) to take into consideration then existing rules of an Affiliate that is otherwise in compliance with applicable securities lawsexchange regarding research analyst publications). Notwithstanding the foregoing, so long as such distributees in no event shall any Holder of Registrable Securities be restricted at any time after the IPO Lock-Up Date from effecting any public sale or transferees agree distribution of securities pursuant to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a4(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of more than 150 days during any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities12-month period.

Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, in In connection with any underwritten public offeringoffering of equity securities by the Company or any Holder of Registrable Securities effected pursuant to this Registration Rights Agreement, each Holder who is participating in such offering or who “beneficially owns” (as such term is defined under the Exchange act) one percent (1%) or more of the Common Stock (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) Registrable Securities agrees not to effect any public sale or distribution of the Common Stock securities similar to those being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securitiessecurities or hedging transactions relating to the Registrable Securities, including a sale pursuant to Rule 144144 under the Securities Act, during the seven (7) period beginning five days prior to, to the expected date of “pricing” of such offering and during continuing for a period not to exceed 45 days from the ninety (90)-day period beginning on, the pricing date of such underwritten public offering, unless such final prospectus (or prospectus supplement if the offering is an IPO, in which case the post-offering period made pursuant to a “shelf” registration statement) as shall be one hundred eighty (180reasonably requested by the managing Underwriter(s) days, (such period, the “Lockup Period”) (except as part of such registration (the “Lock-Up Period”); provided, however, that only a Holder who sells Registrable Securities in an underwritten public offering), if offering effected pursuant to this Registration Rights Agreement shall be subject to the foregoing restrictions. If and to the extent requested in writing by the managing Underwriter or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or UnderwritersUnderwriter(s); provided that such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent any , each Holder that is a partnership or corporation from making a distribution of Registrable Securities subject to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a4(a) agrees to execute an agreement to the foregoing effect with the Underwriters for such offering on such terms as the managing Underwriter(s) shall apply reasonably request (with such modification as reasonably requested by such managing Underwriter(s) to each take into consideration then existing rules of an applicable securities exchange regarding research analyst publications). Notwithstanding the foregoing, in no event shall any Holder (whether its of Registrable Securities be restricted from effecting any public sale or distribution of securities are included in a registration statement or not, pursuant to this Section 4(a) for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of more than 120 days during any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities12-month period.

Restrictions on Public Sale by Holder of Registrable Securities. To If any of the extent not inconsistent with applicable law, Registrable Securities registered pursuant to a Shelf Registration are to be sold in connection with any a firm commitment underwritten public offering, each Holder holder of Registrable Securities whose Registrable Securities are covered by the Shelf Registration filed pursuant to Section 2(a) and who is participating has been given the opportunity (subject to the fifth paragraph of Section 2(a)) to participate in such offering or who “beneficially owns” (as such term is defined under the Exchange act) one percent (1%) or more at least 10 Business Days in advance of the Common Stock (whether its securities are included in a registration statement commencement of such offering agrees, if requested by the managing underwriter or not, for as long as such Holder has the right to require that its securities be included underwriters in such registration statement) agrees underwritten offering, not to effect any public sale or distribution of the Common Stock being registered or a similar security any of the Company, or any securities convertible into or exchangeable or exercisable for such 's securities, including a sale pursuant to Rule 144, 144 under the Securities Act (except as part of such offering) during the seven (7) days 10-day period prior to, and during the ninety (90)-day 60-day period beginning on, the pricing closing date of such offering made pursuant to such Shelf Registration, to the extent timely notified in writing by the Company or the managing underwriter or underwriters. In addition, if any registration of Common Stock to be sold on the behalf of the Company shall be in connection with an underwritten public offering and is subject to Section 2(b) (and the Company has complied with Section 2(b) in respect thereof) and such registration is approved by the Required Holders, any Holder of Registrable Securities representing more than 5% of the outstanding Common Stock shall (i) not effect any public sale or distribution of any of the Company's securities, including a sale pursuant to Rule 144 under the Securities Act (except as part of such offering) during the 10-day period prior to, and during the 90-day period beginning on, the closing date of the sale of the Common Stock pursuant to an effective registration statement, to the extent timely notified in writing by the Company or the managing underwriter or underwriters of such underwritten public offering, unless such offering is an IPO, in which case the postand (ii) execute a "lock-offering period shall be one hundred eighty (180) days, (such period, the “Lockup Period”) (except as part up" letter with any of such underwritten underwriters agreeing to not effect any such public offering), if and to the extent requested in writing by the managing Underwriter sale or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters); provided that such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesdistribution.

Restrictions on Public Sale by Holder of Registrable Securities. To If any of the extent not inconsistent with applicable law, Registrable Securities registered pursuant to a Shelf Registration are to be sold in connection with any a firm commitment underwritten public offering, each Holder holder of Registrable Securities whose Registrable Securities are covered by the Shelf Registration filed pursuant to Section 2(a) and who is participating has been given the opportunity (subject to the fifth paragraph of Section 2(a)) to participate in such offering or who “beneficially owns” (as such term is defined under the Exchange act) one percent (1%) or more at least 10 Business Days in advance of the Common Stock (whether its securities are included in a registration statement commencement of such offering agrees, if requested by the managing underwriter or not, for as long as such Holder has the right to require that its securities be included underwriters in such registration statement) agrees underwritten offering, not to effect any public sale or distribution of the Common Stock being registered or a similar security any of the Company, or any securities convertible into or exchangeable or exercisable for such ’s securities, including a sale pursuant to Rule 144, 144 under the Securities Act (except as part of such offering) during the seven (7) days 10-day period prior to, and during the ninety (90)-day 60-day period beginning on, the pricing closing date of such offering made pursuant to such Shelf Registration, to the extent timely notified in writing by the Company or the managing underwriter or underwriters. In addition, if any registration of Common Stock to be sold on the behalf of the Company shall be in connection with an underwritten public offering and is subject to Section 2(b) (and the Company has complied with Section 2(b) in respect thereof) and such registration is approved by the Required Holders, any Holder of Registrable Securities representing more than 5% of the outstanding Common Stock shall (i) not effect any public sale or distribution of any of the Company’s securities, including a sale pursuant to Rule 144 under the Securities Act (except as part of such offering) during the 10-day period prior to, and during the 90-day period beginning on, the closing date of the sale of the Common Stock pursuant to an effective registration statement, to the extent timely notified in writing by the Company or the managing underwriter or underwriters of such underwritten public offering, unless such offering is an IPO, in which case the postand (ii) execute a “lock-offering period shall be one hundred eighty (180) days, (such period, the “Lockup Period”) (except as part up” letter with any of such underwritten underwriters agreeing to not effect any such public offering), if and to the extent requested in writing by the managing Underwriter sale or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters); provided that such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesdistribution.

Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, in connection with any underwritten public offering, each Holder who is participating in such offering or who “beneficially owns” (as such term is defined under the Exchange act) one five percent (15%) or more of the Common Stock (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) Ordinary Shares agrees not to effect any public sale or distribution of the Common Stock Ordinary Shares being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, during the seven (7) days prior to, and during the ninety sixty (90)-day 60)-day period beginning on, the pricing date of such underwritten public offering, unless such offering is an IPO, in which case the post-offering period shall be one hundred eighty (180) days, (such period, the “Lockup Period”) (except as part of such underwritten public offering), if and to the extent requested in writing by the managing Underwriter or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters); provided that such Lockup Period is applicable on terms that are customary and substantially similar terms to those applicable to the Company and the executive officers and directors of the Company; provided further that the restrictions set forth in this Section 2.13 shall not apply to (x) any Holder who does not have the right to participate in such offering, (y) any Holder whose Registrable Securities are not included in such offering after such Holder makes a request to participate in such offering in accordance with the terms of Section 2.3 and (z) any Registrable Securities that are included in such offering by such Holder; provided further that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners partners, stockholders or stockholders beneficial owners thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a2.13(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a2.13(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, in In connection with any underwritten public offeringoffering of equity securities by the Company or any Holder of Registrable Securities effected pursuant to this Registration Rights Agreement, each Holder who is participating in such offering or who “beneficially owns” (as such term is defined under of Registrable Securities agrees, except with the Exchange act) one percent (1%) or more written consent of the Common Stock (whether its securities are included in a registration statement or notUnderwriter managing such offering, for as long as such Holder has the right to require that its securities be included in such registration statement) agrees not to effect any public sale or distribution of the Common Stock securities similar to those being registered in such underwritten public offering or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securitiessecurities or hedging transactions relating to the Registrable Securities, including a sale pursuant to Rule 144144 under the Securities Act, during the seven period beginning five (75) days prior to, to the expected date of “pricing” of such offering and during continuing for a period not to exceed sixty (60) days from the ninety (90)-day period beginning on, the pricing date of such underwritten public offering, unless such final prospectus (or prospectus supplement if the offering is an IPO, in which case the post-offering period made pursuant to a “shelf” registration statement) as shall be one hundred eighty (180reasonably requested by the managing Underwriter(s) days, (such period, the “Lockup Period”) (except as part of such registration (the “Lock-Up Period”); provided, however, that only a Holder who sells Registrable Securities in such underwritten public offering shall be subject to the foregoing restrictions and such restrictions shall only apply to any such Holder to the extent such restrictions apply on the same terms to the Company and to the other holders of the Company’s securities that are participating in such underwritten public offering), if . If and to the extent requested in writing by the managing Underwriter or Underwriters (such Underwriter(s), each Holder of Registrable Securities subject to the restrictions of this Section 4(a) agrees to execute an agreement to be in the form of lock-up agreement provided by foregoing effect with the Underwriters for such offering on such terms as the managing Underwriter Underwriter(s) shall reasonably request (with such modification as reasonably requested by such managing Underwriter(s) to take into consideration then existing rules of an applicable securities exchange regarding research analyst publications). Notwithstanding the foregoing, in no event shall any Holder of Registrable Securities be restricted from effecting any public sale or Underwriters); provided that such Lockup Period is applicable on substantially similar terms distribution of securities pursuant to this Section 4(a) for more than 120 days during any twelve (12) month period. Anything in this Agreement to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent contrary notwithstanding, any Holder that is a partnership an investment manager or corporation from making a distribution investment advisor of an owner or holder of Registrable Securities (an “IM”) and sells Registrable Securities of such owner or holder in any underwritten public offering of securities of the Company shall not be subject to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a4(a) (and shall apply not be required to execute an agreement with the Underwriters of such offering) with respect to any Registrable Securities owned or held by any other owner or holder of Registrable Securities for which such IM serves as investment manager or investment advisor, in each Holder (whether its securities are included in a registration statement or notcase, for as long as such Holder has the right to require that its securities be included does not sell Registrable Securities in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, in In connection with any underwritten public offeringoffering of equity securities by the Company or any Holder of Registrable Securities effected pursuant to this Registration Rights Agreement, each Holder who is participating in such offering or who “beneficially owns” (as such term is defined under the Exchange act) one percent (1%) or more of the Common Stock (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) Registrable Securities agrees not to effect any public sale or distribution of the Common Stock securities similar to those being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securitiessecurities or hedging or other derivative transactions relating to the Registrable Securities, including a sale pursuant to Rule 144144 under the Securities Act, during the seven (7) period beginning 14 days prior toto the expected date of “pricing” of such offering and continuing for a period not to exceed 180 days with respect to the Initial Public Offering or 90 days with respect to any offering subsequent to the Initial Public Offering, and during beginning on the ninety (90)-day period beginning on, the pricing date of such underwritten public offering, unless such final prospectus (or prospectus supplement if the offering is an IPO, in which case the post-offering period shall be one hundred eighty (180made pursuant to a “shelf” registration statement) days, (such period, the “Lockup Period”) (except as part of such registration (the “Lock-Up Period”); provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as NINE ENERGY SERVICE, INC. EXHIBIT B TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT applicable, unless the managing Underwriter(s) of such underwritten public offering)offering waive, if in writing, such extension. If and to the extent requested in writing by the managing Underwriter or Underwriters (Underwriter(s), each such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters); provided that such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities agrees to execute an agreement to the partners foregoing effect with the Underwriters for such offering on such terms as the managing Underwriter(s) shall reasonably request (with such modification as reasonably requested by such managing Underwriter(s) to take into consideration then customary market terms or stockholders thereof or a transfer to any other existing rules of an Affiliate that is otherwise in compliance with applicable securities lawsexchange regarding research analyst publications). Notwithstanding the foregoing, so long as such distributees in no event shall any Holder of Registrable Securities be restricted at any time after the IPO Lock-Up Date from effecting any public sale or transferees agree distribution of securities pursuant to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a4(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of more than 150 days during any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities12-month period.

Restrictions on Public Sale by Holder of Registrable Securities. To --------------------------------------------------------------- the extent not inconsistent with applicable law, in connection with any underwritten public offeringeach holder of Registrable Securities agrees, each Holder who is participating in such offering or who “beneficially owns” (as such term is defined under if requested by the Exchange act) one percent (1%) or more of the Common Stock (whether its securities are included in a registration statement or notmanaging underwriter, for as long as such Holder has the right to require that its securities be included in such registration statement) agrees enter into an agreement not to effect any public or private sale or distribution of the Common Stock being registered or a similar security any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, during 144 or Rule 144A under the seven (7) days prior to, and during the ninety (90)-day period beginning on, the pricing date of such underwritten public offering, unless such offering is an IPO, in which case the post-offering period shall be one hundred eighty (180) days, (such period, the “Lockup Period”) Securities Act (except as part of such underwritten public offeringregistration), if during the 10-day period prior to, and during the 180-day period beginning on, the closing date of each underwritten offering made of the Company's Common Stock to the extent requested timely notified in writing by the Company or the managing Underwriter or Underwriters (underwriter; provided, however, such Holder shall not be obligated to enter into such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters); provided that such Lockup Period is applicable on substantially similar terms to the Company and unless all the executive officers and directors of the Company and each person who beneficially owns 5% or more of the Company; provided further that nothing herein will prevent 's outstanding shares of Common Stock and such Holder has had the opportunity to have such Holder's shares included in such registration. The foregoing provisions of this Section 4 shall not apply to any Holder that is a partnership or corporation from making a distribution holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering any such agreement; provided, however, that any such -------- ------- holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of the Registrable Securities commencing on the date of sale of such Registrable Securities unless it has provided 45 days' prior written notice of such sale or distribution to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesunderwriter.

Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, in connection with any underwritten public offering, each Holder who is participating in such offering or who “beneficially owns” (as such term is defined under the Exchange act) one percent (1%) or more of the Common Stock (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) agrees not to effect any sale or distribution of the Common Stock being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, during the seven (7) days prior to, and during the earlier of (x) the ninety (90)-day period beginning on, on the pricing date of such underwritten public offering, unless such offering is an IPO, in which case or (y) the post-offering period shall be one hundred eighty (180) days, applicable to the executive officers and directors of the Company required by the managing Underwriter or Underwriters (such period, the “Lockup Period”) (except as part of such underwritten public offering), if and to the extent requested in writing by the managing Underwriter or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters); provided that such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Restrictions on Public Sale by Holder of Registrable Securities. To If the extent not inconsistent Company shall register its securities or securities on behalf of an Initiating Holder under the Securities Act for sale to the public in an underwritten offering and the managing underwriter of such offering shall inform the Company that the availability of the Registrable Securities for public sale pursuant to the Shelf Registration Statement or Rule 144 under the Securities Act would adversely interfere with applicable lawthe successful marketing or pricing of the securities proposed to be registered by the Company on its behalf or on behalf of an Initiating Holder, in connection with any underwritten public offeringthen, each Holder who is participating in such offering or who “beneficially owns” (as such term is defined under of Registrable Securities agrees, if requested by the Exchange act) one percent (1%) or more of the Common Stock (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) agrees managing underwriters not to effect any public sale or distribution of the Common Stock being registered Warrant Shares or a similar security securities of the Company of the same class as the securities included in the registration statement relating to the Company, ’s or any securities convertible into or exchangeable or exercisable for such to the Initiating Holder’s securities, including a sale pursuant to Rule 144, during 144 under the seven (7) days prior to, and during the ninety (90)-day period beginning on, the pricing date of such underwritten public offering, unless such offering is an IPO, in which case the post-offering period shall be one hundred eighty (180) days, (such period, the “Lockup Period”) Securities Act (except as part of such underwritten public offeringregistration), if for a period which shall begin not more than 15 days prior to, and last not more than 90 days after, the effective date of each underwritten offering made pursuant to the registration statement relating to the Company’s or to the Initiating Holder’s securities, to the extent timely notified by the Company or the managing underwriters. Each Holder of Registrable Securities agrees, if requested in writing by the managing Underwriter or Underwriters (such agreement underwriters, to be in the form of sign customary “lock-up agreement provided by the managing Underwriter or Underwriters); provided that up” letters with respect to such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors underwritten offering. The foregoing provisions of the Company; provided further that nothing herein will prevent preceding paragraph shall not apply to any Holder that is a partnership or corporation from making a distribution of Registrable Securities if such Holder is prevented by applicable statute or regulation from entering any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of any Registrable Securities held by such Holder and covered by a Registration Statement commencing on the date of sale of the Registrable Securities unless it has provided 90 days prior written notice of such sale or distribution to the partners underwriter or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a) shall apply to each Holder (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesunderwriters.

Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, in In connection with any underwritten public offeringoffering of equity securities by the Company or any Holder of Registrable Securities effected pursuant to this Registration Rights Agreement, each Holder who is participating in such offering or who “beneficially owns” (as such term is defined under the Exchange act) one percent (1%) or more of the Common Stock (whether its securities are included in a registration statement or not, for as long as such Holder has the right to require that its securities be included in such registration statement) Registrable Securities agrees not to effect any public sale or distribution of the Common Stock securities similar to those being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securitiessecurities or hedging transactions relating to the Registrable Securities, including a sale pursuant to Rule 144144 under the Securities Act, during the seven period beginning five (75) days prior to, to the expected date of “pricing” of such offering and during continuing for a period not to exceed 60 days from the ninety (90)-day period beginning on, the pricing date of such underwritten public offering, unless such final prospectus (or prospectus supplement if the offering is an IPO, in which case the post-offering period made pursuant to a “shelf” registration statement) as shall be one hundred eighty (180reasonably requested by the managing Underwriter(s) days, (such period, the “Lockup Period”) (except as part of such registration (the “Lock-Up Period”); provided, however, that only a Holder who sells Registrable Securities in an underwritten public offering)offering effected pursuant to this Registration Rights Agreement shall be subject to the foregoing restrictions; provided, further, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the managing Underwriter(s) of such underwritten public offering waive, in writing, such extension. If and to the extent requested in writing by the managing Underwriter or Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or UnderwritersUnderwriter(s); provided that such Lockup Period is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided further that nothing herein will prevent any , each Holder that is a partnership or corporation from making a distribution of Registrable Securities subject to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.14(a); provided further that each Holder acknowledges and agrees that if the managing Underwriter or Underwriters so require in the written request set forth in this Section 2.14(a), the restriction of this Section 2.14(a4(a) agrees to execute an agreement to the foregoing effect with the Underwriters for such offering on such terms as the managing Underwriter(s) shall apply reasonably request (with such modification as reasonably requested by such managing Underwriter(s) to each take into consideration then existing rules of an applicable securities exchange regarding research analyst publications). Notwithstanding the foregoing, in no event shall any Holder (whether its of Registrable Securities be restricted from effecting any public sale or distribution of securities are included in a registration statement or not, pursuant to this Section 4(a) for as long as such Holder has the right to require that its securities be included in such registration statement) regardless of such Holder’s ownership percentage. Each Holder shall receive the benefit of more than 120 days during any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether such Holder participated in the underwritten public offering. This Section 2.14(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities12-month period.