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

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are covered by a Shelf Registration Statement filed pursuant to this Section 3 (which Registrable Securities are not being sold in the underwritten offering described below) agrees, if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities or a similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A (except as part of such underwritten offering), during the period beginning 20 days prior to, and ending 90 days after, the closing date of each underwritten offering made pursuant to such Shelf Registration Statement, to the extent timely notified in writing by the Issuers or by the managing underwriter or underwriters; provided, however, that each holder of Registrable Securities shall be subject to the holdback restrictions of this Section 3(d)(1) only once during the term of this Agreement. The foregoing provisions shall not apply to any Holder 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 request to participate in any such underwritten offering, not to effect any public sale or distribution of the class of securities covered by such Shelf Registration Statement (except as part of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale or distribution to the Issuers or the managing underwriter or underwriters, as the case may be.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder holder of Registrable Securities whose Registrable Securities are covered by agrees, in connection with any underwritten offering made pursuant to a Shelf Registration Statement filed pursuant to this Section 3 or Section 4 hereof (which whether or not such holder elected to include Registrable Securities are not being sold in the underwritten offering described below) agreessuch Registration Statement), if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities or a similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice, during the period beginning 20 commencing on the date of the request (which shall be no earlier than fourteen (14) days prior to, to the expected “pricing” of such offering) and ending 90 continuing for not more than ninety (90) days after, after the closing date of each underwritten the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf registration), pursuant to which such Shelf Registration StatementPublic Offering shall be made, to the extent timely notified in writing by the Issuers or such lesser period as is required by the managing underwriter or underwriters; providedunderwriter. Parent shall be responsible for negotiating all “lock-up” agreements with the underwriters and, howeverin addition to the foregoing provisions of this Section 5, that each holder the Stockholders and holders of Registrable Securities agree to execute the form so negotiated. If any registration pursuant to Section 3 of this Agreement shall be subject to in connection with any underwritten Public Offering, the holdback restrictions of this Section 3(d)(1) only once during the term of this Agreement. The foregoing provisions shall Corporation will not apply to any Holder 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 request to participate in any such underwritten offering, not to effect affect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days (or such shorter periods as the class managing underwriters may agree to with Parent) after the effective date of securities covered by such Shelf Registration Statement (registration except as part may otherwise be agreed between the Corporation and the managing underwriters of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale or distribution to the Issuers or the managing underwriter or underwriters, as the case may bePublic Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder holder of Registrable Securities whose agrees, in connection with any underwritten offering of Common Stock pursuant to a Registration Statement (whether or not such holder elected to include Registrable Securities are covered by a Shelf in such Registration Statement filed pursuant to this Section 3 (which Registrable Securities are not being sold in the underwritten offering described below) agreesStatement), if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities or a similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A (except as part of such underwritten offering), including a sale pursuant to Rule 144, or to make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Corporation or any securities convertible into or exchangeable or exercisable for any equity securities of the Corporation without the prior written consent of the Corporation or such underwriter, as the case may be, or to give any Demand Notice during the period beginning 20 commencing on the date of the request (which shall be no earlier than 14 days prior to, to the expected “pricing” of such offering) and ending continuing for not more than 180 days (with respect to the Initial Public Offering) or 90 days after, after the closing date of each underwritten the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which such Shelf Registration Statementpublic offering shall be made, to the extent timely notified in writing by the Issuers or plus an extension period, which shall be no longer than 10 days, as may be proposed by the managing underwriter to address NASD regulations regarding the publishing of research, or underwriters; provided, however, that each holder such lesser period as is required by the managing underwriter. If any registration pursuant to Section 3 of Registrable Securities this Agreement shall be subject to in connection with any underwritten Public Offering, the holdback restrictions of this Section 3(d)(1) only once during the term of this Agreement. The foregoing provisions shall Corporation will not apply to any Holder 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 request to participate in any such underwritten offering, not to effect any public sale or distribution of any Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (or such shorter periods as the class managing underwriters may agree to with a Corporation’s Board of securities covered by such Shelf Registration Statement (except Directors or appropriate coordination committee, as part applicable) after the effective date of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale or distribution to the Issuers or the managing underwriter or underwriters, as the case may beregistration.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees, in connection with any underwritten offering of Common Shares pursuant to a Registration Statement (whether or not such Holder elected to include Registrable Securities whose Registrable Securities are covered by a Shelf in such Registration Statement filed pursuant to this Section 3 (which Registrable Securities are not being sold in the underwritten offering described below) agreesStatement), if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities or a similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A (except as part of such underwritten offering), during the period beginning 20 days prior to, and ending 90 days after, the closing date of each underwritten offering made including a sale pursuant to such Shelf Registration StatementRule 144, or to make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company, other than to an Affiliate or other Holder that has agreed to the extent timely notified in writing by same restriction, without the Issuers or by the managing underwriter or underwriters; provided, however, that each holder of Registrable Securities shall be subject to the holdback restrictions of this Section 3(d)(1) only once during the term of this Agreement. The foregoing provisions shall not apply to any Holder 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 request to participate in any such underwritten offering, not to effect any public sale or distribution prior written consent of the class of securities covered by Company or such Shelf Registration Statement (except as part of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale or distribution to the Issuers or the managing underwriter or underwritersunderwriter, as the case may be, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 7 days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 60 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), or such shorter time as shall be required by the managing underwriter, pursuant to which such public offering shall be made, plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address the regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding the publishing of research, or such lesser period as is required by the managing underwriter; provided, that, each Holder will agree to such restricted period only if all executive officers and directors of the Company enter into similar agreements, and the Company has used commercially reasonable efforts to cause all other holders of at least 5% of the Company’s voting securities to enter into similar agreements.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder Shareholder agrees, in connection with an IPO, and each holder of Registrable Securities whose Registrable Securities are covered by agrees, in connection with any underwritten offering (other than an IPO) made pursuant to a Shelf Registration Statement filed pursuant to this Section 3 or Section 4 (which whether or not such holder elected to include Registrable Securities are not being sold in the underwritten offering described below) agreessuch Registration Statement), if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities or a similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A IPO Corporation’s Common Stock (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another Person any of the economic consequences of owning shares of Common Stock, or to give any Demand Notice during the period beginning 20 commencing on the date of the request (which shall be no earlier than fourteen (14) days prior toto the expected “pricing” of such offering) and continuing for not more than 180 days, and ending 90 days afterwith respect to an IPO, or ninety (90) days, with respect to any underwritten offering other than an IPO, after the closing date of each underwritten the Prospectus relating to such offering (or final Prospectus supplement if such offering is made pursuant to a “shelf” registration), pursuant to which such Shelf Registration Statementoffering shall be made, to the extent timely notified in writing by the Issuers or plus an extension period, which shall be no longer than 34 days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. The IPO Corporation shall be responsible for negotiating all “lock-up” agreements with the underwriters; provided, howeverwhich agreements shall be on customary terms and each of the Shareholders shall be subject to substantially similar terms (in a proportionate manner) thereunder. The IPO Corporation shall give each of the Apollo Shareholder and the Principal Shareholders a reasonable opportunity to review and comment on such “lock-up” agreements (other than any terms or provisions therein relating to the duration of the lock-up period) and shall use commercially reasonable efforts to incorporate any such comments. In addition to the foregoing provisions of this Section 5, the Shareholders agree to execute the form so negotiated. Notwithstanding anything to the contrary set forth herein, in the event that each holder the IPO Corporation or underwriters release any party to a “lock-up” agreement from any or all of such party’s obligations thereunder, all Shareholders and holders of Registrable Securities shall be subject similarly released from their obligations thereunder in the same manner and to the holdback restrictions of this same extent as such released party, and each “lock-up” agreement shall contain a provision to such effect. If any registration pursuant to Section 3(d)(1) only once during 3 is made in connection with any underwritten Public Offering, the term of this Agreement. The foregoing provisions shall IPO Corporation will not apply to any Holder 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 request to participate in any such underwritten offering, not to effect any public sale or distribution of the class of any common equity (or securities covered by such Shelf convertible into or exchangeable or exercisable for common equity) (other than a Registration Statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days or, if such registration is with respect to an IPO, within 180 days after the effective date of such registration, except as part of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale or distribution to may otherwise be agreed between the Issuers or IPO Corporation and the managing underwriter or underwriters, as the case may beunderwriters of such Public Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder Stockholder agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities whose Registrable Securities are covered by agrees, in connection with any other underwritten Public Offering pursuant to a Shelf Registration Statement filed pursuant to this Section 3 or Section 4 hereof (which whether or not such holder elected to include Registrable Securities are not being sold in the underwritten offering described below) agreessuch Registration Statement), if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities or a similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A ’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period beginning 20 commencing on the date of the request (which shall be no earlier than 14 days prior to, to the expected “pricing” of such offering) and ending continuing for not more than 180 days (with respect to the Initial Public Offering) or 90 days after, after the closing date of each underwritten the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf registration), pursuant to which such Shelf Registration StatementPublic Offering shall be made, to the extent timely notified in writing by the Issuers or plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or underwriters; providedsuch lesser period as is required by the managing underwriter. The Investor Stockholders in connection with a Demand Registration, howeveror the Board of Directors of the Company in all other cases, that each holder shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the other Stockholders and holders of Registrable Securities agree to execute and deliver the form so negotiated. The Company agrees not to terminate or waive the restrictions under any such lock-up arrangements in respect of any Stockholder unless the Company agrees to pro rata terminations or waivers under such lock-up arrangements for all other Stockholders party thereto. If any registration pursuant to Section 3 of this Agreement shall be subject to in connection with any underwritten Public Offering, the holdback restrictions of this Section 3(d)(1) only once during the term of this Agreement. The foregoing provisions shall Company will not apply to any Holder 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 request to participate in any such underwritten offering, not to effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (or such shorter periods as the class of securities covered by such Shelf Registration Statement (except as part managing underwriters may agree to) after the effective date of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale or distribution to the Issuers or the managing underwriter or underwriters, as the case may beregistration.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder holder of Registrable Securities whose agrees, in connection with the Initial Public Offering and in connection with any underwritten registration of Registrable Securities are covered by a Shelf Registration Statement filed pursuant to this Section 3 (which Registrable Securities are not being sold in the underwritten offering described below) agreesor Section 4 hereof, if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities or a similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A 's securities (except as part of such underwritten offering), including a sale pursuant to Rule 144, during the period beginning 20 days prior to, and ending 90 days after, commencing on the closing date of each the request and continuing for not more than 180 days (with respect to the Initial Public Offering) or 120 days (with respect to any underwritten public offering made other than the Initial Public Offering) after the effective date of the Registration Statement pursuant to which such Shelf Registration Statement, to the extent timely notified in writing by the Issuers public offering shall be made or such lesser period as is required by the managing underwriter or underwriters; underwriter, provided, however, that each holder all officers and directors of Registrable Securities shall the Company must be subject to the holdback restrictions of this Section 3(d)(1) only once during the term of this Agreementsimilar restrictions. The foregoing provisions shall not apply to any Holder holder of Registrable Securities if such Holder holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such Holder holder shall undertake, undertake in its request to participate in any such underwritten offering, not to effect any public sale or distribution of the class of securities covered by such Shelf Registration Statement (except as part of such underwritten offering) during such period unless it has provided 30 forty-five (45) days’ ' prior written notice of such sale or distribution to the Issuers or the managing underwriter or underwriters, as the case may be.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of that has elected to include Registrable Securities whose Registrable Securities are covered by in a Shelf Piggyback Registration Statement filed agrees, in connection with any underwritten offering of Common Stock pursuant to this Section 3 (which Registrable Securities are not being sold in the underwritten offering described below) agreesa Piggyback Registration, if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities or a similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A (except as part of such underwritten offering), during the period beginning 20 days prior to, and ending 90 days after, the closing date of each underwritten offering made including a sale pursuant to such Shelf Registration StatementRule 144, or to make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company, other than to an Affiliate or other Holder that has agreed to the extent timely notified in writing by same restriction, without the Issuers or by the managing underwriter or underwriters; provided, however, that each holder of Registrable Securities shall be subject to the holdback restrictions of this Section 3(d)(1) only once during the term of this Agreement. The foregoing provisions shall not apply to any Holder 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 request to participate in any such underwritten offering, not to effect any public sale or distribution prior written consent of the class of securities covered by Company or such Shelf Registration Statement (except as part of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale or distribution to the Issuers or the managing underwriter or underwritersunderwriter, as the case may be, during the period commencing on the date of the request (which shall be no earlier than seven (7) days prior to the expected “pricing” of such offering) and continuing for not more than one hundred eighty (180) days (with respect to the Initial Public Offering) or sixty (60) days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), or such shorter time as shall be required by the managing underwriter, pursuant to which such public offering shall be made; provided that each Holder will agree to such restricted period only if all executive officers and directors of the Company enter into similar agreements, and the Company has used reasonable best efforts to cause all other holders of at least five percent (5%) of the Company’s voting securities to enter into similar agreements.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder Member agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities whose Registrable Securities are covered by agrees, in connection with any underwritten offering made pursuant to a Shelf Registration Statement filed pursuant to this Section 3 or Section 4 hereof (which whether or not such holder elected to include Registrable Securities are not being sold in the underwritten offering described below) agreessuch Registration Statement), if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities or a similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A 's securities (except as part of such underwritten offering), including a sale pursuant to Rule 144, or to give any Demand Notice during the period beginning 20 commencing on the date of the request (which shall be no earlier than fourteen (14) days prior to, to the expected "pricing" of such offering) and ending 90 continuing for not more than one hundred eighty (180) days after, (with respect to the closing Initial Public Offering) or one hundred twenty (120) days (with respect to any underwritten public offering other than the Initial Public Offering made prior to the second anniversary of the Initial Public Offering) or ninety (90) days (with respect to any underwritten public offering made after the second anniversary of the Initial Public Offering) after the date of each underwritten the Prospectus (or Prospectus supplement if the offering is made pursuant to a "shelf" registration) pursuant to which such Shelf Registration Statement, to the extent timely notified in writing by the Issuers public offering shall be made or such lesser period as is required by the managing underwriter (such one hundred eighty day period, one hundred and twenty day period or underwritersninety day period (as applicable), the "Initial Lock-Up Period"); provided, however, that each holder all officers and directors of Registrable Securities shall the Company must be subject to the holdback restrictions of this Section 3(d)(1) only once during the term of this Agreement. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering into any such agreementsimilar restrictions; providedprovided further, 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 if (a) during the last seventeen (17) days of the class of securities covered by such Shelf Registration Statement (except as part of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale Initial Lock-Up Period, the Company releases earnings results or distribution material news or a material event relating to the Issuers Company occurs or (b) prior to the expiration of the Initial Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Initial Lock-Up Period, then in each case, if the managing underwriter or underwritersunderwriters of such underwritten offering so request(s), the Initial Lock-Up Period will be extended until the expiration of the eighteen (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, if the case may bemanaging underwriters request, in writing, such extension.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder Shareholder agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities whose Registrable Securities are covered by agrees, in connection with any underwritten offering made pursuant to a Shelf Registration Statement filed pursuant to this Section 3 or Section 4 hereof (which whether or not such holder elected to include Registrable Securities are not being sold in the underwritten offering described below) agreessuch Registration Statement), if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities or a similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Common Stock, or to give any Demand Notice during the period beginning 20 commencing on the date of the request (which shall be no earlier than 14 days prior to, to the expected “pricing” of such offering) and ending continuing for not more than 180 days (with respect to the Initial Public Offering) or 90 days after, after the closing date of each underwritten the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf’ registration), pursuant to which such Shelf Registration Statementpublic offering shall be made, to the extent timely notified in writing by the Issuers or plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or underwriterssuch lesser period as is required by the managing underwriter. GP shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 5, the Shareholders and holders of. Registrable Securities agree to execute the form so negotiated; provided, however, that (i) the terms and conditions of such “lock-up” agreements applicable to the Sponsor Investor Shareholder and each holder of Registrable Securities other Shareholder that is a limited partner in the Partnership (“Locked-Up Shareholders”) shall be subject substantially the same in all material respects and (ii) any discretionary waiver or termination of the restrictions contained in such “lock-up” agreements that apply to Locked-Up Shareholders shall apply to all Locked-Up Shareholders on substantially the holdback restrictions same terms with regard to one another. If any registration pursuant to Section 3 of this Section 3(d)(1) only once during Agreement shall be in connection with any underwritten Public Offering, the term of this Agreement. The foregoing provisions shall Corporation will not apply to any Holder 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 request to participate in any such underwritten offering, not to effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (or such shorter periods as the class managing underwriters may agree to with the GP) after the effective date of securities covered by such Shelf Registration Statement (registration except as part may otherwise be agreed between the Corporation and the managing underwriters of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale or distribution to the Issuers or the managing underwriter or underwriters, as the case may bePublic Offering.

Restrictions on Public Sale by Holders of Registrable Securities. Each Provided that all parties (other than the Issuer) hereto are treated equally and all executive officers and directors of the Issuer are also so bound, each Holder of Registrable Securities whose Registrable Securities are covered by a Shelf Registration Statement filed pursuant to this Section 3 (which Registrable Securities are not being sold in the underwritten offering described below) agreesagrees that, if so requested (pursuant to a timely written notice) by the Issuers Board or the any managing underwriter in respect of an Underwritten Offering of the Issuer’s securities, such Holder will not sell, make any short sale of, loan, grant any option for the purchase of, hypothecate, hedge or underwriters in an underwritten offering, not otherwise transfer or dispose of (other than to effect any public sale or distribution of donees who agree to be similarly bound) any of the Registrable Securities Issuer’s securities, including without limitation shares of Common Stock, options or a similar security warrants exercisable for shares of the CompanyIssuer’s securities, including a sale pursuant to Rule 144 or Rule 144A any other security convertible into or exchangeable for shares of the Issuer’s securities (except other than as part of such underwritten public offering), (i) during a period not to exceed 180 days following the effective date of the initial registration statement of the Issuer filed under the Securities Act (or such shorter period beginning 20 days prior to, as the Issuer or managing underwriter may authorize) and ending (ii) during a period not to exceed 90 days afterfollowing the effective date of a registration statement other than the initial registration statement (or such shorter period as the Issuer or managing underwriter may authorize) (each, a “Stand-Off Period”). Each Holder agrees to execute and deliver a lock up agreement as may be reasonably requested by the Issuer and/or managing underwriter consistent with the foregoing obligations. In order to enforce the foregoing covenant, the closing date Issuer may impose stock transfer restrictions with respect to the securities (including any Registrable Shares) of each underwritten offering made pursuant to such Shelf Registration StatementHolder until the end of the applicable Stand-Off Period. Notwithstanding the foregoing, to the extent timely notified obligations described in writing by the Issuers or by the managing underwriter or underwriters; provided, however, that each holder of Registrable Securities shall be subject to the holdback restrictions of this Section 3(d)(15(a) only once during the term of this Agreement. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute a registration relating solely to employee benefit plans on Form S-1 or regulation from entering into any such agreement; providedForm S-8 or similar forms which may be promulgated in the future, however, that any such Holder shall undertake, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in its request to participate in any such underwritten offering, not to effect any public sale or distribution of the class of securities covered by such Shelf Registration Statement (except as part of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale or distribution to the Issuers or the managing underwriter or underwriters, as the case may be.future

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are covered by a Shelf Registration Statement filed pursuant to this Section 3 (which Registrable Securities are not being sold in the underwritten offering described below) agreesSecurities, if requested (pursuant to a timely written notice) by the Issuers Company or the managing underwriter underwriters) so request in connection with the Company’s initial underwritten public offering will not, without the prior written consent of the Company or underwriters in such underwriters) and provided that the officers and directors of the Company and all holders (other than, for purposes of this determination, such Holder) of at least one percent (1%) of all of the issued and outstanding shares of capital stock of the Company (determined on an underwritten offeringas-converted basis) also agree not to, not to effect any public sale or other distribution of any of the Registrable Securities or a similar security equity securities of the Company, including a any sale pursuant to Rule 144 or Rule 144A (except as part of such underwritten offering)the Commission under the Securities Act, during the period beginning 20 seven (7) days prior to, and ending 90 days after, during the closing one hundred eighty (180) day period immediately following the effective date of such initial underwritten public offering; provided that (i) neither the Company nor any underwriter shall be permitted to amend or waive the foregoing on behalf of any such officer, director or shareholder without granting a similar amendment or waiver to each underwritten offering made pursuant other party subject to such Shelf Registration Statement, to restrictions and (ii) the extent timely notified in writing by the Issuers or by the managing underwriter or underwriters; provided, however, that each holder of Registrable Securities shall be subject to the holdback foregoing restrictions of this Section 3(d)(1) only once during the term of this Agreement. The foregoing provisions shall not apply to any Holder if securities purchased in or after such Holder is prevented by applicable statute or regulation from entering into initial underwritten public offering. In connection with any such agreement; providedregistration, howevereach Holder hereby agrees to execute and deliver a written instrument, that in customary form and reasonably satisfactory to the underwriter of such initial underwritten public offering or Underwritten Registration, confirming the foregoing agreements in connection with any such Holder shall undertake, in its request to participate in any such initial underwritten offering, not to effect any public sale offering or distribution of the class of securities covered by such Shelf Registration Statement (except as part of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale or distribution to the Issuers or the managing underwriter or underwriters, as the case may beUnderwritten Registration.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder holder of Registrable Securities whose agrees, in connection with any Underwritten Offering of Common Stock pursuant to a Registration Statement (whether or not such holder elected to include Registrable Securities are covered by a Shelf in such Registration Statement filed pursuant to this Section 3 (which Registrable Securities are not being sold in the underwritten offering described below) agreesStatement), if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offeringUnderwritten Offering, not to effect any public sale or distribution of any of the Registrable Securities or a similar security (except as part of the Companysuch Underwritten Offering), including a sale pursuant to Rule 144 144, or Rule 144A (except to make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Corporation or any securities convertible into or exchangeable or exercisable for any equity securities of the Corporation without the prior written consent of the Corporation or such underwriter, as part of such underwritten offering)the case may be, or to give any Demand Notice during the period beginning 20 commencing on the date of the request (which shall be no earlier than fourteen (14) days prior to, to the expected “pricing” of such offering) and ending 90 continuing for not more than ninety (90) days after, after the closing date of each underwritten the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which such Shelf Registration Statementpublic offering shall be made, to the extent timely notified in writing by the Issuers or plus an extension period, which shall be no longer than fifteen (15) days, as may be proposed by the managing underwriter to address FINRA regulations regarding the publication of research, or underwriters; provided, however, that each holder such lesser period as is required by the managing underwriter. If any registration pursuant to Section 3 of Registrable Securities this Agreement shall be subject to in connection with any underwritten Public Offering, the holdback restrictions of this Section 3(d)(1) only once during the term of this Agreement. The foregoing provisions shall Corporation will not apply to any Holder 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 request to participate in any such underwritten offering, not to effect any public sale or distribution of any Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days (or such shorter periods as the class managing underwriters may agree to with the Corporation’s Board of securities covered by such Shelf Registration Statement (except Directors or appropriate coordination committee, as part applicable) after the effective date of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale or distribution to the Issuers or the managing underwriter or underwriters, as the case may beregistration.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder agrees, in connection with any underwritten offering of Registrable Securities whose pursuant to a Registration Statement (whether or not such Holder elected to include Registrable Securities are covered by a Shelf in such Registration Statement filed pursuant to this Section 3 (which Registrable Securities are not being sold in the underwritten offering described below) agreesStatement), if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities or a similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A (except as part of such underwritten offering), during the period beginning 20 days prior to, and ending 90 days after, the closing date of each underwritten offering made including a sale pursuant to such Shelf Registration StatementRule 144, or to make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company, other than to an Affiliate or other Holder that has agreed to the extent timely notified in writing by same restriction, without the Issuers or by the managing underwriter or underwriters; provided, however, that each holder of Registrable Securities shall be subject to the holdback restrictions of this Section 3(d)(1) only once during the term of this Agreement. The foregoing provisions shall not apply to any Holder 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 request to participate in any such underwritten offering, not to effect any public sale or distribution prior written consent of the class of securities covered by Company or such Shelf Registration Statement (except as part of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale or distribution to the Issuers or the managing underwriter or underwritersunderwriter, as the case may be, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than seven (7) days prior to the expected “pricing” of such offering) and continuing for not more than 180 days (with respect to the Qualified Public Offering) or 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), or such shorter time as shall be required by the managing underwriter, pursuant to which such public offering shall be made, plus an extension period, which shall be no longer than seventeen (17) days, as may be proposed by the managing underwriter to address the regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding the publishing of research, or such lesser period as is required by the managing underwriter; provided, that each Holder will agree to such restricted period only if all executive officers and directors of the Company enter into similar agreements, and the Company has used reasonable best efforts to cause all other holders of at least 5% of the Company’s voting securities to enter into similar agreements.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are covered by a Shelf Registration Statement filed pursuant to this Section 3 (which Registrable Securities are not being sold in the underwritten offering described below) agreesIn connection with any Public Offering, if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offering, not to neither the Company nor any of its executive officers or directors shall effect any public sale or distribution of any shares of the Registrable Securities or a similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A Common Stock (except as part of such underwritten offering, unless the managing underwriter determines that such sale would be detrimental to the success of the offering), including a sale pursuant to Rule 144, or to make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company (including Preferred Stock), without the prior written consent of the Company or such underwriter, as the case may be, during the period beginning 20 commencing on the date of the request (which shall be no earlier than 7 days prior to, to the expected “pricing” of such offering) and ending continuing for not more than 180 days (with respect to a Qualified Public Offering) or 90 days after, after the closing date of each underwritten the prospectus (or prospectus supplement if the offering is made pursuant to a “shelf” registration), or such Shelf Registration Statement, to the extent timely notified in writing shorter time as shall be required by the Issuers or managing underwriter, pursuant to which such Public Offering shall be made, plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address the regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding the publishing of research, or underwriterssuch lesser period as is required by the managing underwriter; provided, however, that each holder of Registrable Securities shall be subject to the holdback foregoing restrictions of this Section 3(d)(1) only once during the term of this Agreement. The foregoing provisions shall not apply to (a) transactions relating to shares of Common Stock or other Company Securities acquired in open market transactions after the completion of the offering so long as no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other Company Securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any Holder if such Holder is prevented by applicable statute security convertible into or regulation from entering exercisable or exchangeable for Common Stock (including Preferred Stock) as a bona fide gift, or (c) surrenders to the Company or sales into any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not the market of portions of a stockholder’s shares of Common Stock or Preferred Stock necessary to effect the cashless exercise of any public sale options or other convertible securities to purchase Common Stock; provided that in the case of any transfer or distribution of the class of securities covered by such Shelf Registration Statement pursuant to clause (except as part of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale b), each donee or distribution distributee shall sign and deliver a lock-up agreement containing restrictions substantially similar to the Issuers or the managing underwriter or underwriters, as the case may bethose set forth in this Section 4.07.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder Investor agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities whose agrees, in connection with any other underwritten offering of Common Stock pursuant to a Registration Statement (whether or not such holder elected to include Registrable Securities are covered by a Shelf in such Registration Statement filed pursuant to this Section 3 (which Registrable Securities are not being sold in the underwritten offering described below) agreesStatement), if requested (pursuant to a timely written notice) by the Issuers or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities or a similar security of the Company, including a sale pursuant to Rule 144 or Rule 144A (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning any Registrable Securities, or to give any Demand Notice during the period beginning 20 commencing on the date of the request (which shall be no earlier than 14 days prior to, to the expected “pricing” of such offering) and ending continuing for not more than 180 days (with respect to the Initial Public Offering) or 90 days after, after the closing date of each underwritten the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which such Shelf Registration Statementpublic offering shall be made, to the extent timely notified in writing by the Issuers or plus an extension period, which shall be no longer than 17 days, as may be proposed by the managing underwriter to address NASD regulations regarding the publishing of research, or underwriters; providedsuch lesser period as is required by the managing underwriter. The Coordination Committee shall be responsible for negotiating all “lock-up” agreements with the underwriters and, howeverin addition to the foregoing provisions of this Section 5, that each holder the Investors and holders of Registrable Securities agree to execute the form so negotiated. If any registration pursuant to Section 3 of this Agreement shall be subject to in connection with any underwritten Public Offering, the holdback restrictions of this Section 3(d)(1) only once during the term of this Agreement. The foregoing provisions shall Corporation will not apply to any Holder 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 request to participate in any such underwritten offering, not to effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within 90 days (or such shorter periods as the class of securities covered by such Shelf Registration Statement (except as part managing underwriters may agree to with the Coordination Committee) after the effective date of such underwritten offering) during such period unless it has provided 30 days’ prior written notice of such sale or distribution to the Issuers or the managing underwriter or underwriters, as the case may beregistration.