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

Restrictions on Public Sale by Holders. (a) Each Holder that participates in any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 in which the Investors individually or collectively propose to register and sell an amount of Conversion Stock equal to or greater than the Priority Amount, hereby agrees, if requested (pursuant to a written notice) by the managing underwriter or underwriters in connection with any such underwritten offering, to enter into an agreement, the duration and terms of which shall be agreed between the Holder(s) and the managing underwriter or underwriters in such underwritten offering, whereby such Holder(s) agrees not to effect any public sale or distribution of any of the 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 (a “Lock-Up Agreement”), with respect to any underwritten offering, after the date of the Prospectus relating to such offering (or the applicable final Prospectus supplement if such offering is made pursuant to a “shelf” registration), pursuant to which such offering shall be made, plus an extension period 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. Notwithstanding anything to the contrary set forth herein, in the event that the Corporation or underwriters release any party to a Lock-Up Agreement from any or all of such party’s obligations thereunder, all Holders shall be similarly released from their obligations thereunder in the same manner and to the same extent as such released party, and each Lock-Up Agreement shall contain a provision to such effect. (b) If any registration pursuant to Section 3 or Section 4 is made in connection with any underwritten Public Offering, the Corporation will not 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 after the effective date of such registration, or such lesser period as may otherwise be agreed between the Corporation and the managing underwriter or underwriters of such Public Offering.

Restrictions on Public Sale by Holders. (a) Each Holder that participates in hereby agrees that, if and whenever the Company (i) proposes to register any underwritten offering made of its equity securities under the Securities Act, whether or not for its own account, or (ii) is required to use its commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 in which the Investors individually or collectively propose to register and sell an amount of Conversion Stock equal to or greater than the Priority AmountDemand Registration, hereby agreessuch Holder, if requested (pursuant to a written notice) by the managing underwriter or underwriters in connection with any such an underwritten offering, agrees to enter into a “lock-up agreement” containing terms (including the duration of the lock-up period, which, for the avoidance of doubt shall commence no earlier than ten (10) days prior to the effectiveness of the registration statement and shall not exceed ninety (90) days (one hundred eighty (180) days in the case of an agreementInitial Public Offering) in the case of any registration under the Securities Act) that are customary at the time of such agreement is entered into for offerings of similar size and type, and the Company shall cause all of the Company’s directors and executive officers and shall use its commercially reasonable efforts to cause any stockholders owning more than five (5) percent of the Company’s then outstanding Common Stock to sign lock-up agreements on comparable terms in connection therewith (or on such terms as may be required by the managing underwriter). Any such lock-up agreements signed by the Holders shall contain reasonable and customary exceptions, including, without limitation, the duration and terms right of which shall be agreed between a Holder to make transfers to certain Affiliates, subject to such Affiliates entering into such lock-up agreement. The Company may impose stop-transfer instructions with respect to the Holder(s) and shares of Common Stock or other securities subject to the managing underwriter or underwriters in such underwritten offeringforegoing restrictions until the end of the relevant lock-up period. For purposes of the forgoing, whereby such Holder(s) agrees the term “lock-up agreement” refers to an agreement by the undersigned thereto not to effect for a specified period of time any public sale or distribution of any of (other than in connection with the Common Stock (except as part of public offering for which such underwritten offeringlock-up agreement is being requested and other customary exceptions), including a including, without limitation, any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, any other equity securities of the Company 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 (a “Lock-Up Agreement”), with respect to any underwritten offering, after the date of the Prospectus relating to such offering (or the applicable final Prospectus supplement if such offering is made pursuant to a “shelf” registration), pursuant to which such offering shall be made, plus an extension period 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. Notwithstanding anything to the contrary set forth herein, in the event that the Corporation or underwriters release any party to a Lock-Up Agreement from any or all of such party’s obligations thereunder, all Holders shall be similarly released from their obligations thereunder in the same manner and to the same extent as such released party, and each Lock-Up Agreement shall contain a provision to such effect. (b) If any registration pursuant to Section 3 or Section 4 is made in connection with any underwritten Public Offering, the Corporation will not 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-0any equity securities of the Company, 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 after without the effective date prior consent of such registration, or such lesser period as may otherwise be agreed between the Corporation and the managing underwriter or underwriters of such Public Offeringunderwriter.

Restrictions on Public Sale by Holders. (a) Each Holder that participates in hereby agrees that, if and whenever the Company (i) proposes to register any underwritten offering made of its equity securities under the Securities Act, whether or not for its own account, or (ii) is required to use its commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 in which the Investors individually or collectively propose to register and sell an amount of Conversion Stock equal to or greater than the Priority AmountDemand Registration, hereby agreessuch Holder, if requested (pursuant to a written notice) by the managing underwriter or underwriters in connection with any such an underwritten offering, agrees to enter into an a “lock-up agreement” containing terms (including the duration of the lock-up period, which, for the avoidance of doubt shall commence no earlier than ten (10) days prior to the effectiveness of the registration statement and shall not exceed ninety (90) days in the case of any registration under the Securities Act) that are customary at the time of such agreement is entered into for offerings of similar size and type, and the Company shall cause all of the Company’s directors and executive officers and shall use its commercially reasonable efforts to cause any stockholders owning more than five (5) percent of the Company’s then outstanding Common Stock to sign lock-up agreements on comparable terms in connection therewith (or on such terms as may be required by the managing underwriter). Any such lock-up agreements signed by the Holders shall contain reasonable and customary exceptions, including, without limitation, the duration and terms right of which shall be agreed between a Holder to make transfers to certain Affiliates, subject to such Affiliates entering into such lock-up agreement. The Company may impose stop-transfer instructions with respect to the Holder(s) and shares of Common Stock or other securities subject to the managing underwriter or underwriters in such underwritten offeringforegoing restrictions until the end of the relevant lock-up period. For purposes of the forgoing, whereby such Holder(s) agrees the term “lock-up agreement” refers to an agreement by the undersigned thereto not to effect for a specified period of time any public sale or distribution of any of (other than in connection with the Common Stock (except as part of public offering for which such underwritten offeringlock-up agreement is being requested and other customary exceptions), including a including, without limitation, any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, any other equity securities of the Company 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 (a “Lock-Up Agreement”), with respect to any underwritten offering, after the date of the Prospectus relating to such offering (or the applicable final Prospectus supplement if such offering is made pursuant to a “shelf” registration), pursuant to which such offering shall be made, plus an extension period 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. Notwithstanding anything to the contrary set forth herein, in the event that the Corporation or underwriters release any party to a Lock-Up Agreement from any or all of such party’s obligations thereunder, all Holders shall be similarly released from their obligations thereunder in the same manner and to the same extent as such released party, and each Lock-Up Agreement shall contain a provision to such effect. (b) If any registration pursuant to Section 3 or Section 4 is made in connection with any underwritten Public Offering, the Corporation will not 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-0any equity securities of the Company, 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 after without the effective date prior consent of such registration, or such lesser period as may otherwise be agreed between the Corporation and the managing underwriter or underwriters of such Public Offeringunderwriter.

Restrictions on Public Sale by Holders. (a) Each Holder hereby agrees that participates in any underwritten offering made pursuant it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to a Registration Statement filed pursuant to Section 3 or Section 4 in which the Investors individually or collectively propose to register Company’s IPO and sell an amount of Conversion Stock equal to or greater than ending on the Priority Amount, hereby agrees, if requested (pursuant to a written notice) date specified by the managing underwriter or underwriters in connection with any such underwritten offering, to enter into an agreement, the duration and terms of which shall be agreed between the Holder(s) Company and the managing underwriter or underwriters in (such underwritten offering, whereby such Holder(s) agrees period not to effect exceed 180 calendar days) (the “Lock-Up Period”) (i) lend, offer, pledge, sell, contract to sell, sell any public sale option or distribution contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of any of the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (except as part of such underwritten offering), including a sale pursuant to Rule 144 or ii) enter into any swap or other economic arrangement that transfers to another Person another, in whole or in part, any of the economic consequences of owning shares ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to give be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, however, that if any Demand Notice (other holder of securities of the Company is or becomes subject to a “shorter Lock-Up Agreement”), with respect to any underwritten offering, after the date of the Prospectus Period or receives more advantageous terms relating to such offering (or the applicable final Prospectus supplement if such offering is made pursuant to a “shelf” registration), pursuant to which such offering shall be made, plus an extension period 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. Notwithstanding anything to the contrary set forth herein, in the event that the Corporation or underwriters release any party to a Lock-Up Agreement from Period under any lock-up agreement (including but not limited to as a result of any discretionary waiver or termination of the restrictions of any or all of such party’s obligations thereunderagreements by the Company or the underwriters), all Holders shall be similarly released from their obligations thereunder in then the same manner and to the same extent as such released party, and each Lock-Up Agreement Period shall be such shorter period and also on such more advantageous terms. The provisions of this Section 2.5(a) shall not apply to the sale of any shares to an underwriter pursuant to an underwritten offering and shall only apply if all of the Company’s directors, officers and stockholders owning five percent or more of the Company’s fully diluted voting stock have signed lock-up agreements with the managing underwriter. Any such lock-up agreements signed by the Holders shall contain a provision to such effect. (b) If any registration pursuant to Section 3 or Section 4 is made in connection with any underwritten Public Offeringreasonable and customary exceptions, including, without limitation, the Corporation will not effect any public sale or distribution right of any a Holder to make transfers to certain Affiliates and transfers related to shares of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) (other than owned by Holders as 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 after result of open market purchases made following the effective date closing of such registration, or such lesser period as may otherwise be agreed between the Corporation and the managing underwriter or underwriters of such Public OfferingIPO.

Restrictions on Public Sale by Holders. (a) Each Holder that participates in any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 in which the Investors individually or collectively propose to register and sell an amount of Conversion Stock equal to or greater than the Priority Amount, hereby agrees, if requested (pursuant to a written notice) by the managing underwriter or underwriters in connection with any such underwritten offering, to enter into an agreement, the duration and terms of which shall be agreed between the Holder(s) and the managing underwriter or underwriters in such underwritten offering, whereby such Holder(s) agrees not to effect any public sale or distribution of any Registrable Securities being registered or of the Common Stock (except as part of any securities convertible into or exchangeable or exercisable for such underwritten offering)Registrable Securities, including a sale pursuant to Rule 144 under the Act, during such reasonable period of not less than ninety (90) days and not more than one hundred eighty (180) days (which period, in any case, shall not exceed the applicable period under Section 5(b)) commencing on the effective date of such Demand Registration or any swap piggyback registration or other economic arrangement underwritten offering (except as part of such registration) (or such earlier date not more than 14 days prior to such effective date), as may be requested by the Approved Underwriter or the Company Underwriter, in the case of an underwritten public offering; provided, HOWEVER, that transfers to another Person any such restrictions shall not be applicable unless all other stockholders of the economic consequences Company who have contractual registration rights in respect of owning shares the Common Stock are subject to similar restrictions. Each Holder also agrees that, during such reasonable period of Common Stockduration of at least ninety (90) days but not more than one hundred eighty (180) days (which period, or to give in any Demand Notice (a “Lock-Up Agreement”case, shall not exceed the applicable period under Section 5(b)) specified by the Company and the Approved Underwriter, with respect to any underwritten offering, after commencing on the effective date of a registration statement of the Prospectus Company filed under the Act (other than a registration statement on Form S-4 or Form S-8 or successor forms) relating to such offering (or the applicable final Prospectus supplement if such offering is made pursuant earlier date not more than 14 days prior to a “shelf” registrationsuch effective date), pursuant it shall not, to which such offering shall be made, plus an extension period as may be proposed the extent requested by the managing underwriter Company and such underwriter, directly or indirectly sell, offer to address FINRA regulations regarding the publishing sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of research, or such lesser period as is required by the managing underwriter. Notwithstanding anything to the contrary set forth herein, in the event that the Corporation or underwriters release any party to a Lock-Up Agreement from any or all of such party’s obligations thereunder, all Holders shall be similarly released from their obligations thereunder in the same manner and to the same extent as such released party, and each Lock-Up Agreement shall contain a provision to such effect. (b) If any registration pursuant to Section 3 or Section 4 is made in connection with any underwritten Public Offering, the Corporation will not 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 to donees who agree to be similarly bound) any Registrable Securities held by it at any time during such period (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely except Registrable Securities included in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days after the effective date of such registration); PROVIDED, or HOWEVER, that such lesser period as may otherwise restrictions shall not be agreed between applicable unless all other stockholders of the Corporation and Company who have contractual registration rights in respect of the managing underwriter or underwriters of such Public OfferingCommon Stock are subject to similar restrictions.