Common use of Standoff Agreement Clause in Contracts

Standoff Agreement. Each Shareholder and Additional Rightsholder agrees, upon request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the date of the IPO or for such period of time (not to exceed ninety (90) days) from the effective date of any subsequent registration statement after the IPO (other than an Excluded Registration Statement) as may be requested by the underwriters, and if so requested by the Company or such underwriters, to enter into a lockup agreement to the foregoing effect and in a form satisfactory to the Company and such underwriters; provided however, that holders of shares of ---------------- Series A Preferred shall not be so obligated not to dispose of their Registrable Securities, and shall not be required to enter into such a lock-up agreement with respect thereto, unless: (A) in the case of the IPO, (i) all executive officers and 1% shareholders of the Company agree to the same lock-up and (ii) such agreement shall provide that any discretionary waiver or termination of the restrictions of any such lock-up agreements by the Company or representatives of the underwriters shall apply to all persons subject to such agreements pro rata based on the number of shares subject to such agreements; and (B) in the case of a registration statement subsequent to the IPO, (i) all executive officers agree to the same lock-up and (ii) the holders have the ability to sell not less than 25% of the Shares registered in any such subsequent offering. The obligations of the Shareholders and Additional Rightsholders set forth in this Section 15 shall expire on the date that is the second anniversary of the IPO of the Company"s securities.

Standoff Agreement. Each Shareholder In connection with the public offering of any of the Company's debt or equity securities, each Holder and Additional Rightsholder its affiliates (so long as they beneficially own at least five percent (5%) of the capital stock of the Company) agrees, that upon request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the date of the IPO or for such period of time (not to exceed ninety (90) 120 days) from the effective date of any subsequent such registration statement after the IPO (other than an Excluded Registration Statement) as may be requested by the underwriters, and if so requested by the Company or such underwriters, to enter into a lockup agreement to the foregoing effect and in a form satisfactory to the Company and such underwriters; provided however, that holders of shares of ---------------- Series A Preferred shall not be so obligated not to dispose of their Registrable Securities, and shall not be required to enter into such a lock-up agreement with respect thereto, unless: (A) in the case of the IPO, (i) all executive officers and 1% shareholders directors of the Company agree to who own securities of the same lock-up Company and (ii) such agreement shall provide that any discretionary waiver holders of five percent (5%) or termination more of the restrictions capital stock of any such lock-up agreements by the Company or representatives also agree to such restrictions. Signature Page to Registration Rights Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Purchaser and the Company in accordance with its terms. Very truly yours, CHIPPAC, INC. By:_________________________________________ Name: Xxxxxx X. XxXxxxx Title: Chairman of the underwriters shall apply Board, President and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CITICORP MEZZANINE III, L.P. By: Citicorp Capital Investors, Limited, its general partner By:_________________________________ Name: Title: ANNEX A CHIPPAC, INC. QUESTIONNAIRE FOR BENEFICIAL OWNERS REGARDING SECURITIES TO BE INCLUDED IN SHELF REGISTRATION STATEMENT The following questions (the "Questionnaire") elicit information to all persons subject to such agreements pro rata based on the number of shares subject to such agreements; and (B) in the case of a registration statement subsequent to the IPO, prepare ------------- (i) all executive officers agree the Registration Statement on Form S-3 (the "Shelf Registration Statement") ---------------------------- registering for resale the Company's 8% Convertible Subordinated Notes due 2011 (the "Notes"), on behalf of the beneficial owners thereof, and the Class A ----- Common Stock, par value, $0.01 per share, of the Company (the "Common Stock") ------------ issuable upon conversion of the Notes (the "Notes Stock") (collectively, the ----------- "Securities"), filed by ChipPAC, Inc. (the "Company") with the Securities ----------- ------- Exchange Commission in accordance with the rights granted to you and the other holders of Notes and/or Notes Stock (collectively, "Selling Securityholders") ----------------------- pursuant to the same lock-up Registration Rights Agreement, dated June 22, 2001, by and between the Company and the purchaser party thereto (the "Registration Rights ------------------- Agreement") and (ii) other securities documents which may be required in --------- connection with the holders have the ability Shelf Registration Statement. By electing to sell not less than 25% the Securities pursuant to the Shelf Registration Statement you agree to be bound by the terms of the Shares registered Registration Rights Agreement. Because the information provided in this Questionnaire will be used in connection with the preparation of documents to be filed with state and federal agencies, it should be accurate, complete and true, and not omit any material or important information. By execution of this Questionnaire, you agree to notify the Company's legal counsel as promptly as practicable of any inaccuracy or change in information previously furnished by you to the Company or the occurrence of any event in either case as a result of which any Prospectus included in such subsequent offering. The obligations Shelf Registration Statement contains or would contain an untrue statement of a material fact regarding you or your intended method of distribution of such Securities necessary to make the statements therein, in light of the Shareholders circumstances then existing, not misleading, and Additional Rightsholders set forth you agree promptly to furnish to the Company's legal counsel any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to you or the distribution of Securities held by you that are included in the Shelf Registration Statement, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances then existing, not misleading. Each beneficial owner of the Notes is being furnished with two copies of this Section 15 shall expire Questionnaire. Please complete and execute one copy and return it to the Company's legal counsel, Xxxxxxxx & Xxxxx, 000 Xxxxx Xxxxxxxx Xxxxxx, 34/th/ Floor, Los Angeles, CA 90017, Attention: Xxxxxxx Xxx and Xxxx Xxxx, on or before the date that is the second anniversary of the IPO initial issuance of the Company"s securitiesNotes (the "Closing Date"). By ------------ executing this Questionnaire, you hereby consent to being named in the Shelf Registration Statement and to the presentation of all information furnished herein which is required to be disclosed in the Shelf Registration Statement. PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, YOU ARE OBLIGATED TO INDEMNIFY THE COMPANY IF THE INFORMATION YOU PROVIDE HEREIN IS INACCURATE OR MISLEADING. SECURITIES WILL NOT BE INCLUDED IN THE SHELF REGISTRATION STATEMENT UNLESS YOU COMPLETE THIS QUESTIONNAIRE, SIGN IT AND DELIVER A COPY TO THE COMPANY'S LEGAL COUNSEL IN THE MANNER DESCRIBED HEREIN AND PROMPTLY NOTIFY THE COMPANY'S LEGAL COUNSEL OF ANY CHANGES TO THE INFORMATION CONTAINED HEREIN.

Standoff Agreement. Each Shareholder and Additional Rightsholder agrees, upon request Upon the effectiveness of any registration statement for the Company or the underwriters managing any underwritten offering of equity securities of the Company's securities, if requested by the Company and the managing underwriter, each Holder agrees not to offer to sell or sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities securities of the Company held by the Holder at any time during such period (other than (i) those included in the registrationoffering or (ii) those unregistered shares of Series E Preferred Stock which are sold under Rule 144, if any), directly or indirectly, without the prior written consent of the Company or such underwriters, as the case may be, underwriters for such period of time (not following the effective date of the registration statement(not to exceed one one-hundred eighty (180) days) from the date of the IPO or for such period of time (not to exceed ninety (90) days) from the effective date of any subsequent registration statement after the IPO (other than an Excluded Registration Statement) as may be requested by the underwritersCompany and the managing underwriter, provided that the foregoing obligations shall apply only if all directors and executive officers of the Company and all other stockholders holding greater than one percent (1%) of the outstanding Registrable Securities of the Company, and if so requested by all other persons with registration rights (whether or not pursuant to this Agreement), enter into similar agreements. This Section 9 shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act. In order to enforce the foregoing, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the share or such underwriters, to enter into a lockup agreement securities of every other person subject to the foregoing effect restrictions) until the end of such period. From and in after the date of this Agreement, the Company shall not, without the prior written consent of at least a form satisfactory majority of the outstanding Registrable Securities (the "Required Vote"), grant to future investors any registration rights on parity with or more favorable than the registration rights granted to the Holders hereunder. Without limiting the foregoing, the Company and such underwriters; provided howevershall not, that holders of shares of ---------------- Series A Preferred shall not be so obligated not to dispose of their Registrable Securities, and shall not be required to enter into such a lock-up agreement with respect thereto, unless: (A) in without the case prior written consent of the IPOHolders of at least the Required Vote, (i) all executive officers and 1% shareholders allow future investors to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the Company agree to the same lock-up and (ii) such agreement shall provide that any discretionary waiver or termination of the restrictions of any such lock-up agreements by the Company or representatives of the underwriters shall apply to all persons subject to such agreements pro rata based on the number of shares subject to such agreements; and (B) in the case of a registration statement subsequent to the IPO, (i) all executive officers agree to the same lock-up and (ii) the holders have the ability to sell not less than 25% of the Shares registered in any such subsequent offering. The obligations of the Shareholders and Additional Rightsholders dates set forth in this Section 15 shall expire on the date that is the second anniversary subsection 3.1 or within 120 days of the IPO effective date of the Company"s securitiesany registration effected pursuant to Section 3.

Standoff Agreement. Each Shareholder and Additional Rightsholder agrees, upon request Upon the effectiveness of any registration statement for the Company or the underwriters managing any underwritten public offering of equity securities of the Company's securities, if requested by the Company and the managing underwriter, each Holder agrees not to offer to sell or sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities securities of the Company held by the Holder at any time during such period (other than those included in the registration) unregistered shares which are sold under Rule 144, if any), directly or indirectly, without the prior written consent of the Company or such underwriters, as the case may be, underwriters for such period of time (not following the effective date of the registration statement(not to exceed one one-hundred eighty (180) days) from the date of the IPO or for such period of time (not to exceed ninety (90) days) from the effective date of any subsequent registration statement after the IPO (other than an Excluded Registration Statement) as may be requested by the underwritersCompany and the managing underwriter, provided that the foregoing obligations shall apply only if all directors and if so requested by executive officers of the Company and all other stockholders holding securities that, on an as converted or such underwritersfully exercised basis, equate to greater than five percent (5%) of the issued and outstanding shares of Common Stock and all other persons with registration rights (whether or not pursuant to this Agreement), enter into similar agreements. This Section 8 shall not apply to a lockup agreement registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act. In order to enforce the foregoing, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the share or securities of every other person subject to the foregoing effect restrictions) until the end of such period. From and in after the date of this Agreement, the Company shall not, without the prior written consent of at least a form satisfactory majority of the outstanding Registrable Securities (the “Required Vote”), grant to future investors any registration rights on parity with or more favorable than the registration rights granted to the Company and such underwriters; provided however, that holders of shares of ---------------- Series A Preferred shall not be so obligated not to dispose of their Registrable Securities, and shall not be required to enter into such a lock-up agreement with respect thereto, unless: (A) in the case of the IPO, (i) all executive officers and 1% shareholders of the Company agree to the same lock-up and (ii) such agreement shall provide that any discretionary waiver or termination of the restrictions of any such lock-up agreements by the Company or representatives of the underwriters shall apply to all persons subject to such agreements pro rata based on the number of shares subject to such agreements; and (B) in the case of a registration statement subsequent to the IPO, (i) all executive officers agree to the same lock-up and (ii) the holders have the ability to sell not less than 25% of the Shares registered in any such subsequent offering. The obligations of the Shareholders and Additional Rightsholders set forth in this Section 15 shall expire on the date that is the second anniversary of the IPO of the Company"s securitiesHolders hereunder.

Standoff Agreement. Each Shareholder In connection with the public offering of any of the Company's debt or equity securities, each Holder and Additional Rightsholder its affiliates (so long as they beneficially own at least five percent (5%) of the capital stock of the Company) agrees, that upon request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the date of the IPO or for such period of time (not to exceed ninety (90) 120 days) from the effective date of any subsequent such registration statement after the IPO (other than an Excluded Registration Statement) as may be requested by the underwriters, and if so requested by the Company or such underwriters, to enter into a lockup agreement to the foregoing effect and in a form satisfactory to the Company and such underwriters; provided however, that holders of shares of ---------------- Series A Preferred shall not be so obligated not to dispose of their Registrable Securities, and shall not be required to enter into such a lock-up agreement with respect thereto, unless: (A) in the case of the IPO, (i) all executive officers and 1% shareholders directors of the Company agree to who own securities of the same lock-up Company and (ii) such agreement shall provide that any discretionary waiver holders of five percent (5%) or termination more of the restrictions capital stock of any such lock-up agreements by the Company or representatives also agree to such restrictions. Signature Page to Registration Rights Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Purchaser and the Company in accordance with its terms. Very truly yours, CHIPPAC, INC. By:___________________________________________ Name: Dennis P. McKenna Title: Chairmax xx xxx Xxxxx, Xresident and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the underwriters shall apply date first above written. CITICORP MEZZANINE III, L.P. By: Citicorp Capital Investors, Limited, its general partner By:_________________________________ Name: Title: ANNEX A CHIPPAC, INC. QUESTIONNAIRE FOR BENEFICIAL OWNERS REGARDING SECURITIES TO BE INCLUDED IN SHELF REGISTRATION STATEMENT The following questions (the "QUESTIONNAIRE") elicit information to all persons subject to such agreements pro rata based on the number of shares subject to such agreements; and (B) in the case of a registration statement subsequent to the IPO, prepare (i) all executive officers agree the Registration Statement on Form S-3 (the "SHELF REGISTRATION STATEMENT") registering for resale the Company's 8% Convertible Subordinated Notes due 2011 (the "NOTES"), on behalf of the beneficial owners thereof, and the Class A Common Stock, par value, $0.01 per share, of the Company (the "COMMON STOCK") issuable upon conversion of the Notes (the "NOTES STOCK") (collectively, the "SECURITIES"), filed by ChipPAC, Inc. (the "COMPANY") with the Securities Exchange Commission in accordance with the rights granted to you and the other holders of Notes and/or Notes Stock (collectively, "SELLING SECURITYHOLDERS") pursuant to the same lock-up Registration Rights Agreement, dated June 22, 2001, by and between the Company and the purchaser party thereto (the "REGISTRATION RIGHTS AGREEMENT") and (ii) other securities documents which may be required in connection with the holders have the ability Shelf Registration Statement. By electing to sell not less than 25% the Securities pursuant to the Shelf Registration Statement you agree to be bound by the terms of the Shares registered Registration Rights Agreement. Because the information provided in this Questionnaire will be used in connection with the preparation of documents to be filed with state and federal agencies, it should be accurate, complete and true, and not omit any material or important information. By execution of this Questionnaire, you agree to notify the Company's legal counsel as promptly as practicable of any inaccuracy or change in information previously furnished by you to the Company or the occurrence of any event in either case as a result of which any Prospectus included in such subsequent offering. The obligations Shelf Registration Statement contains or would contain an untrue statement of a material fact regarding you or your intended method of distribution of such Securities necessary to make the statements therein, in light of the Shareholders circumstances then existing, not misleading, and Additional Rightsholders set forth you agree promptly to furnish to the Company's legal counsel any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to you or the distribution of Securities held by you that are included in the Shelf Registration Statement, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances then existing, not misleading. Each beneficial owner of the Notes is being furnished with two copies of this Section 15 shall expire Questionnaire. Please complete and execute one copy and return it to the Company's legal counsel, Kirkland & Ellis, 777 South Figueroa Street, 34th Floor, Los Angexxx, XX 90000, Xttexxxxx: Xxxxxxx Xxx xxx Kara Beal, on or before the date that is the second anniversary of the IPO initial issuxxxx xx xxx Notex (xxx "XLOSING DATE"). By executing this Questionnaire, you hereby consent to being named in the Shelf Registration Statement and to the presentation of all information furnished herein which is required to be disclosed in the Company"s securitiesShelf Registration Statement. PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, YOU ARE OBLIGATED TO INDEMNIFY THE COMPANY IF THE INFORMATION YOU PROVIDE HEREIN IS INACCURATE OR MISLEADING. SECURITIES WILL NOT BE INCLUDED IN THE SHELF REGISTRATION STATEMENT UNLESS YOU COMPLETE THIS QUESTIONNAIRE, SIGN IT AND DELIVER A COPY TO THE COMPANY'S LEGAL COUNSEL IN THE MANNER DESCRIBED HEREIN AND PROMPTLY NOTIFY THE COMPANY'S LEGAL COUNSEL OF ANY CHANGES TO THE INFORMATION CONTAINED HEREIN.

Standoff Agreement. Each Shareholder In connection with the public offering of any of the Company's debt or equity securities, each Holder and Additional Rightsholder its affiliates (so long as they beneficially own at least five percent (5%) of the capital stock of the Company) agrees, that upon request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the date of the IPO or for such period of time (not to exceed ninety (90) 120 days) from the effective date of any subsequent such registration statement after the IPO (other than an Excluded Registration Statement) as may be requested by the underwriters, and if so requested by the Company or such underwriters, to enter into a lockup agreement to the foregoing effect and in a form satisfactory to the Company and such underwriters; provided however, that holders of shares of ---------------- Series A Preferred shall not be so obligated not to dispose of their Registrable Securities, and shall not be required to enter into such a lock-up agreement with respect thereto, unless: (A) in the case of the IPO, (i) all executive officers and 1% shareholders directors of the Company agree to who own securities of the same lock-up Company and (ii) such agreement shall provide that any discretionary waiver holders of five percent (5%) or termination more of the restrictions capital stock of any such lock-up agreements by the Company or representatives also agree to such restrictions. Signature Page to Registration Rights Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Purchaser and the Company in accordance with its terms. Very truly yours, CHIPPAC, INC. By: /s/ XXXXXX X. XxXXXXX ------------------------------------------- Name: Xxxxxx X. XxXxxxx Title: Chairman of the underwriters shall apply Board, President and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CITICORP MEZZANINE III, L.P. By: Citicorp Capital Investors, Limited, its general partner By: /s/ XXXXX X. XXXXX ---------------------------------- Name: Xxxxx X. Xxxxx Title: President ANNEX A CHIPPAC, INC. QUESTIONNAIRE FOR BENEFICIAL OWNERS REGARDING SECURITIES TO BE INCLUDED IN SHELF REGISTRATION STATEMENT The following questions (the "QUESTIONNAIRE") elicit information to all persons subject to such agreements pro rata based on the number of shares subject to such agreements; and (B) in the case of a registration statement subsequent to the IPO, prepare (i) all executive officers agree the Registration Statement on Form S-3 (the "SHELF REGISTRATION STATEMENT") registering for resale the Company's 8% Convertible Subordinated Notes due 2011 (the "NOTES"), on behalf of the beneficial owners thereof, and the Class A Common Stock, par value, $0.01 per share, of the Company (the "COMMON STOCK") issuable upon conversion of the Notes (the "NOTES STOCK") (collectively, the "SECURITIES"), filed by ChipPAC, Inc. (the "COMPANY") with the Securities Exchange Commission in accordance with the rights granted to you and the other holders of Notes and/or Notes Stock (collectively, "SELLING SECURITYHOLDERS") pursuant to the same lock-up Registration Rights Agreement, dated June 22, 2001, by and between the Company and the purchaser party thereto (the "REGISTRATION RIGHTS AGREEMENT") and (ii) other securities documents which may be required in connection with the holders have the ability Shelf Registration Statement. By electing to sell not less than 25% the Securities pursuant to the Shelf Registration Statement you agree to be bound by the terms of the Shares registered Registration Rights Agreement. Because the information provided in this Questionnaire will be used in connection with the preparation of documents to be filed with state and federal agencies, it should be accurate, complete and true, and not omit any material or important information. By execution of this Questionnaire, you agree to notify the Company's legal counsel as promptly as practicable of any inaccuracy or change in information previously furnished by you to the Company or the occurrence of any event in either case as a result of which any Prospectus included in such subsequent offering. The obligations Shelf Registration Statement contains or would contain an untrue statement of a material fact regarding you or your intended method of distribution of such Securities necessary to make the statements therein, in light of the Shareholders circumstances then existing, not misleading, and Additional Rightsholders set forth you agree promptly to furnish to the Company's legal counsel any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to you or the distribution of Securities held by you that are included in the Shelf Registration Statement, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances then existing, not misleading. Each beneficial owner of the Notes is being furnished with two copies of this Section 15 shall expire Questionnaire. Please complete and execute one copy and return it to the Company's legal counsel, Xxxxxxxx & Xxxxx, 000 Xxxxx Xxxxxxxx Street, 34th Floor, Los Angeles, CA 90017, Attention: Xxxxxxx Xxx and Xxxx Xxxx, on or before the date that is the second anniversary of the IPO initial issuance of the Company"s securitiesNotes (the "CLOSING DATE"). By executing this Questionnaire, you hereby consent to being named in the Shelf Registration Statement and to the presentation of all information furnished herein which is required to be disclosed in the Shelf Registration Statement. PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT, YOU ARE OBLIGATED TO INDEMNIFY THE COMPANY IF THE INFORMATION YOU PROVIDE HEREIN IS INACCURATE OR MISLEADING. SECURITIES WILL NOT BE INCLUDED IN THE SHELF REGISTRATION STATEMENT UNLESS YOU COMPLETE THIS QUESTIONNAIRE, SIGN IT AND DELIVER A COPY TO THE COMPANY'S LEGAL COUNSEL IN THE MANNER DESCRIBED HEREIN AND PROMPTLY NOTIFY THE COMPANY'S LEGAL COUNSEL OF ANY CHANGES TO THE INFORMATION CONTAINED HEREIN.

Standoff Agreement. Each Shareholder and Additional Rightsholder agrees, upon request Upon the effectiveness of any registration statement for the Company or the underwriters managing any underwritten offering of equity securities of the Company's securities, if requested by the Company and the managing underwriter, each Holder agrees not to offer to sell or sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities securities of the Company held by the Holder at any time during such period (other than (i) those included in the registrationoffering or (ii) those unregistered shares of Series A Preferred Stock which are sold under Rule 144, if any), directly or indirectly, without the prior written consent of the Company or such underwriters, as the case may be, underwriters for such period of time following the effective date of the registration statement (not to exceed one one-hundred eighty (180) days) from the date of the IPO or for such period of time (not to exceed ninety (90) days) from the effective date of any subsequent registration statement after the IPO (other than an Excluded Registration Statement) as may be requested by the underwritersCompany and the managing underwriter, provided that the foregoing obligations shall apply only if all directors and executive officers of the Company and all other stockholders holding greater than one percent (1%) of the outstanding Registrable Securities of the Company, and if so requested by all other persons with registration rights (whether or not pursuant to this Agreement), enter into similar agreements. This Section 9 shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act. In order to enforce the foregoing, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the share or such underwriters, to enter into a lockup agreement securities of every other person subject to the foregoing effect restrictions) until the end of such period. From and in after the date of this Agreement, the Company shall not, without the prior written consent of at least a form satisfactory majority of the outstanding Registrable Securities (the “Required Vote”), grant to future investors any registration rights on parity with or more favorable than the registration rights granted to the Holders hereunder. Without limiting the foregoing, the Company and such underwriters; provided howevershall not, that holders of shares of ---------------- Series A Preferred shall not be so obligated not to dispose of their Registrable Securities, and shall not be required to enter into such a lock-up agreement with respect thereto, unless: (A) in without the case prior written consent of the IPOHolders of at least the Required Vote, (i) all executive officers and 1% shareholders allow future investors to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the Company agree to the same lock-up and (ii) such agreement shall provide that any discretionary waiver or termination of the restrictions of any such lock-up agreements by the Company or representatives of the underwriters shall apply to all persons subject to such agreements pro rata based on the number of shares subject to such agreements; and (B) in the case of a registration statement subsequent to the IPO, (i) all executive officers agree to the same lock-up and (ii) the holders have the ability to sell not less than 25% of the Shares registered in any such subsequent offering. The obligations of the Shareholders and Additional Rightsholders dates set forth in this Section 15 shall expire on the date that is the second anniversary subsection 3.1 or within one hundred twenty (120) days of the IPO effective date of the Company"s securitiesany registration effected pursuant to Section 3.