Common use of Standoff Agreement Clause in Contracts

Standoff Agreement. (a) Each Holder agrees in connection with the first sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, upon notice by the Company or the underwriters managing such public offering, not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities (other than those included in the registration) without the prior written consent of the Company and such managing underwriters for such period of time as the Board of Directors establishes pursuant to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; (ii) such agreement shall not apply to transfers to an Affiliate, provided that such Affiliate agrees to be bound by the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders of the Company holding more than 1% of the Company’s outstanding capital stock; and (C) all other Holders and holders of other registration rights, are subject to or obligated to enter into similar agreements; and (iv) if and when any person identified in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person and the Holder. (b) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers pursuant to a registration statement. (c) Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14.

Standoff Agreement. (a) Each Holder agrees in connection with the first sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, upon notice by the Company or the underwriters managing such public offering, not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities (other than those included in the registration) without the prior written consent of the Company and such managing underwriters for such period of time as the Board of Directors establishes pursuant to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; (ii) such agreement shall not apply to transfers to an Affiliate, provided that such Affiliate agrees to be bound by the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) such agreement shall not apply to securities of the Company purchased by AllianceBernstein Venture Fund I, L.P., SmallCap World Fund, Inc., Cross Creek Capital, L.P., Cross Creek Capital Employees’ Fund, L.P. or Wasatch Small Cap Growth or their respective Affiliates in the Initial Public Offering or in the public market for the Company’s securities following the Initial Public Offering; (iv) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders of the Company holding more than 1% of the Company’s outstanding capital stock; and (C) all other Holders and holders of other registration rights, are subject to or obligated to enter into similar agreements; and (ivv) if and when any person identified in clause (iiiiv) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person and the Holder. (b) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers pursuant to a registration statement. (c) Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14.

Standoff Agreement. (a) Each Holder Purchaser, and his or her assignees, agrees in connection with the first sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, upon notice by the Company or the underwriters managing such public offering, Initial Public Offering not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities of the Company’s securities (other than those included in the registrationregistration or to affiliates) without the prior written consent of the Company and or such managing underwriters underwriters, as the case may be, for such period of time as the Board of Directors establishes pursuant not to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; (ii) days from the effective date of such agreement shall not apply to transfers to an Affiliate, provided that such Affiliate agrees to registration as may be bound requested by the terms underwriters; provided, however, that all officers, directors and holders of such agreement, to the same extent as if such transferee were the original party thereunder; greater than five percent (iii5%) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders then outstanding capital stock of the Company holding more than 1% of the Company’s outstanding capital stock; and (Ccalculated on a fully diluted basis) all other Holders and holders of other registration rights, are subject to or obligated to also enter into similar agreements; and provided, further, that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 4 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (iv215) if days after the effective date of the registration statement. Each Purchaser, and when his or her assignees, further agrees to enter into a separate agreement providing for the foregoing, as may be required by the underwriters. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period. Notwithstanding the foregoing, such market standoff restrictions shall not apply to the Company’s public securities acquired during or after such Initial Public Offering. In the event that any person identified in clause (iii) or entity that is released, in whole or in part, bound by restrictions similar to those set forth herein shall be released from such agreement (whether or not such release is contemplated at restrictions prior to the time end of the offering) or if any period of such agreement is terminatedrestrictions, then each Purchaser shall similarly be released from the Holder shall be concurrently released obligations hereunder on a pro rata basis (based on the number of shares held by each such person and the Holder. (bor entity) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers pursuant to a registration statementsame extent as such person or entity. (c) Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14.

Standoff Agreement. (a) Each Holder agrees in connection with Upon the first sale effectiveness of any registration statement for the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under of equity securities of the Securities ActCompany or Pubco, upon notice if requested by the Company or Pubco and the underwriters managing such public offeringunderwriter, each Holder agrees not to offer to sell or sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities securities of the Company or Pubco 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 and such managing Company, Pubco or the underwriters for such period of time as following the Board effective date of Directors establishes pursuant the registration statement(not to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one one-hundred eighty (180) days; ) as may be requested by the Company, Pubco 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 securities that, on an as converted or fully exercised basis, equate to greater than five percent (ii5%) such agreement of the issued and outstanding shares of Common Stock (or common stock of Pubco, as the case may be) 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 transfers a registration relating solely to an Affiliateemployee benefit plans, provided that such Affiliate agrees to be bound by the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders of the Company holding more than 1% of the Company’s outstanding capital stock; and (C) all other Holders and holders of other registration rights, are subject to or obligated to enter into similar agreements; and (iv) if and when any person identified in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person and the Holder. (b) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers pursuant to a registration statement. (c) Each Holder hereby consents relating solely to a transaction pursuant to Rule 145 under the placement of stop transfer orders with the Company’s transfer agent in 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 provision restrictions) until the end of such period. From and agrees to execute a market standoff agreement with said underwriters in customary form consistent with after the provisions date of this Section 1.14Agreement, the Company shall not, without the prior written consent of at least a 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.

Standoff Agreement. (a) Each Holder hereby agrees in connection with the first sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, upon notice by the Company that such Holder shall not sell or the underwriters managing such public offering, not to sellotherwise transfer, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly enter into any hedging or indirectly dispose similar transaction with the same economic effect as a sale, of any Securities Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) without during the prior written consent of the Company and such managing underwriters for such period of time as the Board of Directors establishes pursuant to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; day period following the effective date of the Company’s Initial Public Offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) such agreement shall analyst recommendations and opinions, including, but not apply to transfers to an Affiliatelimited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that such Affiliate agrees to be bound by the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) that: all executive officers and directors of the Company, Company and holders of at least one percent (B), all shareholders of the Company holding more than 1% %) of the Company’s outstanding capital stock; voting securities are bound by and (C) all other Holders and holders of other registration rights, are subject to or obligated to enter have entered into similar agreements; and (iv) if and when any person identified . The obligations described in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person and the Holder. (b) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14; provided that this Section 1.14(b) 2.13 shall not apply to transfers pursuant a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a registration statement. transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.10(c) hereof with respect to the shares of Common Stock (cor other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.142.13, and such agreement shall provide that if any securities may be released from such restrictions described in this Section 2.13, then the securities held by all Holders who are a party to such agreement will be subject to the release on a pro-rata basis.

Standoff Agreement. (a) Each Holder The Company hereby agrees in connection with that it will, if required by the first sale managing underwriter, not permit, during the period commencing on the date of the final prospectus relating to the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under IPO and ending on the Securities Act, upon notice date specified by the Company or and the underwriters managing underwriter (such public offering, period not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities (other than those included in the registration) without the prior written consent of the Company and such managing underwriters for such period of time as the Board of Directors establishes pursuant to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; ), the directors, officers and the stockholders of the Company to (i) lend, offer, pledge, sell, contract to sell, sell any option or 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 Equity Securities (whether such shares or any such securities are then owned by such person or are thereafter acquired), or (ii) such agreement shall not apply to enter into any swap or other arrangement that transfers to an Affiliate, provided that such Affiliate agrees to be bound by the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders of the Company holding more than 1% of the Company’s outstanding capital stock; and (C) all other Holders and holders of other registration rights, are subject to or obligated to enter into similar agreements; and (iv) if and when any person identified in clause (iii) is releasedanother, in whole or in part, from such agreement (whether or not such release is contemplated at the time any of the offeringeconomic consequences of ownership of the Equity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Equity Securities or such other securities, in cash or otherwise. Each Holder hereby agrees to be subject to this standoff agreement, provided, however, that this Section 10 shall not apply to any transfer or similar act set forth in (i) or (ii) by a Holder to an Affiliate of such Holder. The foregoing provisions of this Section 10 shall apply only to the Company’s IPO and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) shareholders of the Company enter into substantially identical agreements. The underwriters in connection with the Company’s IPO are intended third party beneficiaries of this Section 10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Any discretionary waiver or termination of the restrictions of any or all of such agreement is terminated, agreements by the Holder Company or the underwriters shall be concurrently released on a apply to all Holders subject to such agreements pro rata basis based on the number of shares held by Equity Securities subject to such person and the Holder. (b) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers pursuant to a registration statement. (c) Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in agreements. In order to enforce the foregoing provision covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities and agrees each director and officer (and the shares or securities of every other person subject to execute a market standoff agreement with said underwriters in customary form consistent with the provisions foregoing restriction) until the end of this Section 1.14such period.

Standoff Agreement. (a) Each Holder agrees In connection with any public offering of the Company's Common Stock in connection with the first sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, with respect to any shares of Common Stock owned by it which are not being registered in the offering, the Purchaser agrees, upon notice by the request of the Company or the underwriters managing any under written offering of the Company's securities, not to (1) offer, pledge, sell, contract to sell, sell any option or 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 Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock of the Company (whether such shares or any such securities are now owned by the Purchaser or are hereafter acquired) in any public offering; provided that in any such transaction not involving a public offering, not Parent will effect such transaction at such times and in such manner consistent with the price, market conditions and with preserving an orderly trading market for the Company's securities and such that no public short position in the Company's securities will be created thereby, or (2) enter into any swap or other arrangement that transfers to sellanother, make in whole or in part, any short sale ofof the economic consequences of ownership of the Common Stock of the Company, loanwhether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, pledge (in cash or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities (other than those included in the registration) without the prior written consent of the Company and or such managing underwriters underwriters, as the case may be, for such period of time time, not to exceed ninety (90) days (or such lesser period as officers or directors of the Board Company are so restricted with respect to the transfer of Directors establishes shares of capital stock of the Company held by them) after the effective date of the registration statement relating thereto. The Purchaser further agrees that during any Suspension Period (as defined in Section 2.4(e)), the Purchaser will not sell any Registrable Securities pursuant to its good faith negotiations with such managing underwriters; provided, however that: the Registration Statement until (i) such agreement shall not exceed one hundred eighty (180) days; Purchaser is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) such agreement shall not apply to transfers to an Affiliatethe Purchaser has received copies of any additional, provided that such Affiliate agrees to be bound by the terms of such agreementsupplemental or amended prospectus, to the same extent as if such transferee were the original party thereunder; applicable, and (iii) a Holder shall not the Purchaser has received copies of any additional or supplemental filings which are incorporated or deemed to be subject to incorporated by reference in such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders of prospectus. The Purchaser agrees that the Company holding more than 1% of the Company’s outstanding capital stock; and (C) all other Holders and holders of other registration rights, are subject may instruct its transfer agent to or obligated place stop-transfer notations in its records to enter into similar agreements; and (iv) if and when any person identified in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person and the Holder. (b) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of enforce the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers pursuant to a registration statement3. (c) Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14.

Standoff Agreement. (a) Each Holder agrees in connection with the first sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, upon notice by the Company or the underwriters managing such public offering, not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities (other than those included in the registration) without the prior written consent of the Company and such managing underwriters for such period of time as the Board of Directors establishes pursuant to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred and eighty (180) days (or such greater period, not to exceed 17 days, as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto); (ii) such agreement shall not apply to transfers to an Affiliate, provided that such Affiliate agrees to be bound by the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) such agreement shall not apply to securities of the Company purchased by AllianceBernstein Venture Fund I, L.P., SmallCap World Fund, Inc., Cross Creek Capital, L.P., Cross Creek Capital Employees’ Fund, L.P. or Wasatch Small Cap Growth or their respective Affiliates in the Initial Public Offering or in the public market for the Company’s securities following the Initial Public Offering; (iv) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders stockholders of the Company holding more than 1% of the Company’s outstanding capital stock; and (C) all other Holders and holders of other registration rights, are subject to or obligated to enter into similar agreements; and (ivv) if and when any person identified in clause (iiiiv) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person and the Holder. (b) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers pursuant to a registration statement. (c) Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14.

Standoff Agreement. (a) Each Holder agrees agrees, in connection with the first sale any underwritten offering of the Company’s Common Stock in a firm commitment underwritten public offering Company Securities pursuant to an effective registration statement under the a Registration Statement (whether or not such Holder elected to include Registrable Securities Actin such Registration Statement), upon notice if requested (pursuant to a written notice) by the Company managing underwriter or the underwriters managing in such public underwritten offering, not to selleffect any public sale or distribution of any Registrable Securities (except as part of such underwritten offering), including a sale pursuant to Rule 144, or to make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities 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 (any such sale, grant, loan or disposition of 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, a “Covered Sale”), other than those included in to an affiliate or other Holder that has agreed to the registration) same restriction, without the prior written consent of the Company and such or the managing underwriters for such period of time underwriter, as the Board case may be, or to give any Demand Notice during the period commencing on the date of Directors establishes pursuant the request (which shall be no earlier than seven (7) days prior to its good faith negotiations with the expected “pricing” of such managing underwriters; provided, however that: (ioffering) such agreement shall and continuing for not exceed more than one hundred eighty (180) days; days (iiwith respect to the IPO) or ninety (90) days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a shelf registration), or such agreement shorter time as shall not apply be required by the managing underwriter, pursuant to transfers to an Affiliate, which such public offering shall be made; provided that such Affiliate agrees to be bound by the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iiii) a each Holder shall not be subject will agree to such agreement unless (A) restricted period only if the Company and all executive officers and directors of the CompanyCompany enter into similar agreements, (B), all shareholders of and the Company holding more than has used reasonable best efforts to cause all other holders of (A) in connection with an IPO, at least one percent (1% %) of the Company’s outstanding capital stock; and voting securities or (CB) all in connection with any other Holders and holders offering, at least five percent (5%) of other registration rightsthe Company’s voting securities, are subject to or obligated as the case may be, to enter into similar agreements; and agreements and (ivii) if and when any person identified in clause (iii) is releasedthe Company shall, in whole or in part, release any Holder from such agreement its obligations hereunder in connection with a given offering (whether or not such other than any release is contemplated at the time to a Holder to sell Registrable Securities with aggregate value of the offering) or if any such agreement is terminatedless than $1,000,000), the Holder Company shall be concurrently released similarly release all other Holders on a pro rata basis based on basis, provided, further, that any restrictions requested (pursuant to a written notice) by the number managing underwriter or underwriters pursuant to this Section I.11(a) shall not (x) prohibit Covered Sales to the extent that the securities sold, granted, loaned or disposed of shares held were purchased either (1) pursuant to an IPO or (2) in open market trading transactions occurring after an IPO or (y) apply, except in the case of ‘requests in connection with the IPO, to Covered Sales made by an “investment company” (as that term is defined in Section 3 of the Investment Company Act of 1940 (the “‘40 Act”)) that is registered under the ‘40 Act that, together with any other Person that may be affiliated with such person and investment company, has a Consolidated Voting Stock Ownership Percentage (as that term is defined in the HolderStockholders’ Agreement) of less than 5%. (b) Each Holder agrees that prior In connection with any underwritten offering of Company Securities pursuant to a Registration Statement, if requested (pursuant to a written notice) by the Initial Public Offering it will managing underwriter or underwriters in such underwritten offering, the Company shall not, and the Company shall cause its executive officers and directors not transfer to, effect any public sale or distribution of any shares of the Common Stock (except as part of such underwritten offering), including a sale pursuant to Rule 144, or 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 unless each transferee agrees in writing to be bound by all or any securities convertible into or exchangeable or exercisable for any equity securities of the provisions Company, without the prior written consent of this Section 1.14the managing underwriter 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 IPO) or ninety (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; provided provided, however, that this Section 1.14(b) the foregoing restrictions shall not apply to (i) transactions relating to shares of Common Stock or other 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 securities acquired in such open market transactions, (ii) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift, or (iii) surrenders to the Company or sales into the market of portions of a stockholder’s shares of Common Stock necessary to effect the cashless exercise of any options or other convertible securities to purchase Common Stock; provided that in the case of any transfer or distribution pursuant to clause (ii), each donee or distributee shall sign and deliver a registration statement. (c) Each Holder hereby consents lock-up agreement containing restrictions substantially similar to the placement of stop transfer orders with the Company’s transfer agent those set forth in order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14I.11(b).

Standoff Agreement. (a) Each Holder agrees agrees, in connection with the first sale closing of the Company’s Common Stock in a firm commitment bona fide, firmly underwritten public offering in which the Preferred Stock converts to Common Stock (whether as a result of an automatic conversion pursuant to an effective registration statement under a Qualified IPO or pursuant to the Securities Actaffirmative vote or written consent to effect such conversion, upon notice by on or before June 15, 2004, from (x) the Company or holders of at least a majority of the underwriters managing such public offeringoutstanding shares of Preferred Stock, voting together as a separate class, and (y) the holders of at least sixty percent (60%) of the outstanding shares of Series B Preferred Stock), not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Registrable Securities (other than those included in the registration) , if any), without the prior written consent of the Company and such managing underwriters underwriters, for such period of time as the Board of Directors establishes pursuant to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; (ii) days from the effective date of such agreement registration; provided, that such restrictions shall not apply to transfers the sale of any shares to an Affiliate, provided that such Affiliate agrees underwriter pursuant to be bound by the terms of such underwriting agreement, to and provided further that the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders Company who own stock of the Company holding more and all greater than one percent (1% %) stockholders of the Company’s outstanding capital stock; and (C) all other Holders and holders of other registration rights, are subject to or obligated to enter into similar agreements; and (iv) if and when any person identified in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by Fully Diluted Basis, also agree to such person and the Holder. (b) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers pursuant to a registration statement. (c) Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in restrictions. In order to enforce the foregoing provision covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such restricted period, and each Holder hereby agrees to that, if so requested, such Holder will execute a market standoff an agreement with said underwriters in customary the form provided by the managing underwriter containing terms which are essentially consistent with the provisions of this Section 1.142.14.” Section 3. Section 2.15 of the Rights Agreement is amended and restated in its entirety to read as follows:

Standoff Agreement. (a) Each Holder agrees in In connection with the first sale an IPO, each Member shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares (or other securities) of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, upon notice by the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the underwriters managing such public offering, not to sell, make economic consequences of ownership of any short sale of, loan, pledge Ordinary Shares (or otherwise encumber or hypothecate), grant any option for other securities) of the purchase of, or otherwise directly or indirectly dispose of any Securities Company held by such Member (other than those included in the registration) without the prior written consent of the Company and or such managing underwriters underwriters, as the case may be, for such a period of time as the Board of Directors establishes pursuant to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; (ii) such agreement shall not apply to transfers to an Affiliate, provided that such Affiliate agrees to be bound by days from the terms effective date of such agreementregistration (the “Standoff Period”), to the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) provided, that all executive officers and directors of the Company, Company and holders of at least ten percent (B), all shareholders of the Company holding more than 1% 10%) of the Company’s outstanding capital stock; and voting securities enter into similar agreements (Cthe “Market Standoff”). Notwithstanding the foregoing, if the Company or the underwriter shall release from the terms of the foregoing Market Standoff or such agreements any Ordinary Shares (or other securities) (any such amount released, the “Released Amount”), the Company shall immediately so notify all other Holders in writing and holders each such Holder shall automatically be released from the Market Standoff provided for in this Section 2.14 that amount of such Holder’s Ordinary Shares (or other registration rights, are securities) subject thereto equal to or obligated to enter into similar agreements; and (iv) if and when any person identified in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time Holder’s pro rata share of the offering) or if any such agreement is terminatedReleased Amount, determined according to the Holder shall be concurrently released on a pro rata basis based on the number amount of shares Registrable Securities held by such person and Holder (the Holder. (b) Each Holder agrees that prior “Market Standoff Release”). The Company shall use commercially reasonable efforts to require the Initial Public Offering it will not transfer securities underwriters to provide for the foregoing Market Standoff provision in any market standoff agreement between the Members of the Company unless each transferee agrees in writing to be bound by all of and the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers pursuant to a registration statement. (c) underwriters. Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in order to enforce the foregoing provision and Member agrees to execute a market standoff agreement with said underwriters in customary form and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the provisions of this Section 1.14foregoing or which are necessary to give further effect thereto.

Standoff Agreement. (a) Each Holder hereby agrees in connection with the first sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Actthat Holder will not, upon notice by the Company or the underwriters managing such public offering, not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities (other than those included in the registration) without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and such the managing underwriters for underwriter (such period of time as the Board of Directors establishes pursuant not to its good faith negotiations with such managing underwriters; provided, however that: exceed (ix) such agreement shall not exceed one hundred eighty (180) days; (ii) such agreement shall not apply to transfers to an Affiliate, provided that such Affiliate agrees to be bound by days in the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders of the Company holding more than 1% case of the Company’s outstanding capital stock; initial public offering, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (C2) all analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or (y) ninety (90) days in the case of any registration other Holders than the Company’s initial public offering, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and holders (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or 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 other registration rights, Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are subject to then owned by the Holder or obligated to are thereafter acquired) or (ii) enter into similar agreements; and (iv) if and when any person identified in clause (iii) is releasedswap or other arrangement that transfers to another, in whole or in part, from such agreement (whether or not such release is contemplated at the time any of the offeringeconomic consequences of ownership of such securities, whether any such transaction described in clause (i) or if any such agreement (ii) above is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person and the Holder. (b) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound settled by all delivery of the Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 1.14; provided that this Section 1.14(b) 11 shall not apply to transfers the sale of any shares to an underwriter pursuant to a registration statement. (c) Each Holder hereby consents an underwriting agreement, and shall be applicable to the placement Holders only if all officers, directors and holders of stop transfer orders more than five percent (5%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all then-outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with such registration are intended third- party beneficiaries of this Section 20 and shall have the Company’s transfer agent right, power, and authority to enforce the provisions hereof as though they were a party hereto. Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 20 or that are necessary to give further effect thereto. In order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of covenant under this Section 1.14.20, the Company may impose stop-transfer instructions with respect to the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock of Holder (and the shares or securities of each transferee and assignee thereof and every other person subject to the foregoing restriction) until the end of such period. ​

Standoff Agreement. (a) Each Holder agrees in connection with the first sale any registration of the Company’s Common Stock securities (other than a registration of debt securities, securities in a firm commitment underwritten public offering pursuant Rule 145 transaction or with respect to an effective registration statement under the Securities Actemployee benefit plan), upon notice by the Company or the underwriters managing such any underwritten public offeringoffering of the Company’s securities, not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities (other than those those (i) included in the registrationregistration or (ii) transferred to a Permitted Transferee who agrees to be similarly bound under this Section 1.14) without the prior written consent of the Company and such managing underwriters for such period of time as the Board of Directors establishes pursuant to its good faith negotiations with such managing underwriters; provided, however that: which period shall not exceed 180 days in the case of the Initial Public Offering or 90 days otherwise, provided that (i) such agreement shall not exceed one hundred eighty (180) days; 180 day or 90 day period, as applicable, may be extended to the extent necessary to permit the underwriters to comply with NASD Rule 2711(f)(4), (ii) each officer and director of the Company and each holder of at least 1% of the outstanding Common Stock (on a fully-diluted basis) shall enter into similar agreements or otherwise shall be bound by similar provisions, (iii) such agreement restrictions shall not apply to transfers to an Affiliate, provided that such Affiliate agrees to be bound by the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders of the Company holding more than 1% of the Company’s outstanding capital stock; and (C) all other Holders and holders of other registration rights, are subject to or obligated to enter into similar agreements; and (iv) if and when any person identified equity securities purchased in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person and the Holder. (b) Each Holder agrees that prior to the Initial Public Offering it will not or in the open market following the offering and (iv) any Investor may transfer securities of the Company unless each transferee agrees in writing any such shares to be a Permitted Transferee, provided such Permitted Transferee is bound by all comparable restrictions on transfer of the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers pursuant to a registration statement. (c) such shares. Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14.

Standoff Agreement. (a) Each Holder agrees in connection with the first sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, upon notice by the Company or the underwriters managing such public offering, not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities (other than those included in the registration) without the prior written consent of the Company and such managing underwriters for such period of time as the Board of Directors establishes pursuant to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; (ii) such agreement shall not apply to transfers to an Affiliate, provided that such Affiliate agrees to be bound by the terms of such agreement, to the same extent as if such transferee were the original party thereunder;; [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (iii) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders of the Company holding more than 1% of the Company’s outstanding capital stock; and (C) all other Holders and holders of other registration rights, are subject to or obligated to enter into similar agreements; and (iv) if and when any person identified in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person and the Holder. (b) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers pursuant to a registration statement. (c) Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14.

Standoff Agreement. (a) Each Holder UABRF agrees in connection with the first Fluidigm’s initial sale of the Company’s Common Stock in a firm commitment underwritten public offering securities pursuant to an effective registration statement under the Securities Actstatement, upon notice by the Company Fluidigm or the underwriters managing such public offering, not to sell, make any short sale of, loan, pledge (or [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Fluidigm Corporation otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities (other than those included in the registration) without the prior written consent of the Company Fluidigm and such managing underwriters for such period of time as the Fluidigm’s Board of Directors establishes pursuant to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; (ii) such agreement shall not apply to transfers to an Affiliateaffiliate, provided that such Affiliate affiliate agrees to be bound by the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) a Holder UABRF shall not be subject to such agreement unless (A) all executive officers and directors of the CompanyFluidigm, (B), ) all shareholders of the Company Fluidigm holding more than 1% of the CompanyFluidigm’s outstanding capital stock; stock and (C) all other Holders and holders of other registration rights, are subject to or obligated to enter into similar agreements; and (iv) if and when any person identified in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder UABRF shall be concurrently released on a pro rata basis based on the number of shares Securities held by such person and the HolderUABRF. (b) Each Holder UABRF agrees that prior to the Initial Public Offering initial public offering it will not transfer securities of the Company Fluidigm unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14; 6.10, provided that this Section 1.14(b) 6.10 shall not apply to transfers pursuant to a registration statement. (c) Each Holder . UABRF hereby consents to the placement of stop transfer orders with the CompanyFluidigm’s transfer agent in order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.146.10.

Standoff Agreement. (a) Each Holder agrees agrees, so long as such Holder holds at least one percent (1%) of the Company's outstanding voting equity securities, in connection with the first sale Company's initial public offering of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act's securities, upon notice by request of the Company or the underwriters managing such public offeringany underwritten offering of the Company's securities, not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company and or such managing underwriters underwriters, as the case may be, for such period of time as the Board of Directors establishes pursuant (not to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; (ii) from the effective date of such agreement shall not apply to transfers to an Affiliate, provided that such Affiliate agrees to registration as may be bound requested by the terms of such agreementunderwriters; provided, to that the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders Company who own stock of the Company holding more than 1% also agree to such restrictions. The Company hereby agrees that, if it shall have received a request for registration pursuant to Section 3.1 or 3.3 hereof, and if such request for registration shall not have been withdrawn or abandoned, the Company shall not effect any public or private offer, sale or other distribution of its securities or effect any registration of any of its equity securities under the Company’s outstanding capital stock; and Securities Act (C) all other Holders and holders of other registration rights, are subject to the provisions of Sections 3.1 and 3.3 hereof) (other than a registration on Form S-8 or obligated to enter into any successor or similar agreements; and (iv) if and when any person identified form which is then in clause (iii) is releasedeffect), in whole or in part, from such agreement (whether or not for sale for its own account, until a period of ninety (90) days (or such release is contemplated at shorter period as the time Holders of a majority of the offeringRegistrable Securities included in such requested registration shall agree) or if any shall have elapsed from the effective date of such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person requested registration (and the HolderCompany shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities). (b) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers pursuant to a registration statement. (c) Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14.

Standoff Agreement. (a) Each Holder agrees in In connection with the first sale of the Company’s IPO, each Investor shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, upon notice by (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the underwriters managing such public offering, not to sell, make economic consequences of ownership of any short sale of, loan, pledge Common Stock (or otherwise encumber or hypothecate), grant any option for other securities) of the purchase of, or otherwise directly or indirectly dispose of any Securities Company held by such Investor (other than those included in the registration) without the prior written consent of the Company and or such managing underwriters for such period of time underwriters, as the Board of Directors establishes pursuant to its good faith negotiations with such managing underwriters; providedcase may be, however that: (i) such agreement shall not exceed during the one hundred eighty (180) days; day period following the effective date of the IPO (or such other period, not to exceed 18 days after the expiration of the 180-day period) as may be requested by the Company or the managing underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) such agreement shall analyst recommendations and opinions, including, but not apply to transfers to an Affiliatelimited to, provided the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (the “Standoff Period”), provided, that such Affiliate agrees to be bound by the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, Company and holders of at least one percent (B), all shareholders of the Company holding more than 1% %) of the Company’s outstanding capital stock; and voting securities enter into similar agreements (Cthe “Market Standoff”). Notwithstanding the foregoing, if the Company or the underwriter shall release from the terms of the foregoing Market Standoff or such agreements any Common Stock (or other securities) (any such amount released, the “Released Amount”), the Company shall immediately so notify all other Holders in writing and holders each such Holder shall automatically be released from the Market Standoff provided for in this Section 2.14 that amount of such Holder’s Common Stock (or other registration rights, are securities) subject thereto equal to or obligated to enter into similar agreements; and (iv) if and when any person identified in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time Holder’s pro rata share of the offering) or if any such agreement is terminatedReleased Amount, determined according to the Holder shall be concurrently released on a pro rata basis based on the number amount of shares Registrable Securities held by such person and Holder (the Holder. (b) Each Holder agrees that prior “Market Standoff Release”). The Company shall use commercially reasonable efforts to require the Initial Public Offering it will not transfer securities underwriters to provide for the foregoing Market Standoff provision in any market standoff agreement between the stockholders of the Company unless each transferee and the underwriters. Each Investor agrees in writing to execute and deliver such other agreements as may be bound reasonably requested by all of the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. The foregoing provisions of this Section 1.14; provided that this Section 1.14(b) 2.14 shall apply only to the IPO and shall not apply to transfers the sale of any shares to an underwriter pursuant to a registration statement. (c) Each Holder hereby consents to the placement of stop transfer orders an underwriting agreement. The underwriters in connection with the Company’s transfer agent in order IPO are intended third-party beneficiaries of this Section 2.14 and shall have the right, power and authority to enforce the foregoing provision and agrees to execute provisions hereof as though they were a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14party hereto.

Standoff Agreement. (a) Each Holder agrees that, if, in connection with the first sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Actany Public Offering, upon notice by the Company or the underwriters managing such public offeringthe offering so request, the Holders shall not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company and or such managing underwriters underwriters, as the case may be, for such period of time as the Board of Directors establishes pursuant (not to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; (ii) from the effective date of such agreement shall not apply to transfers to an Affiliate, registration as may be requested by the Company or the underwriters; provided that such Affiliate agrees to be bound by each officer and director of the terms Company who owns stock of such agreement, to the same extent as if such transferee were the original party thereunder; Company and each Holder of one percent (iii1%) a Holder shall not be subject to such agreement unless (A) all executive officers and directors or more of the Company, (B), all shareholders of the Company holding more than 1% of the Company’s outstanding 's capital stock; and (C) all other Holders and holders of other registration rights, are subject stock also agrees to or obligated to enter into similar agreements; and (iv) if and when any person identified in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person and the Holderrestrictions. (b) Each Holder agrees that shall be deemed to have agreed by acquisition of such Registrable Securities, if so required by the managing underwriter, not to effect any public sale or distribution of such securities during the seven days prior to and the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers 180 days after any underwritten registration pursuant to a registration statementSection 2 or 3 has become effective, except as part of such underwritten registration, whether or not such holder participates in such registration. (c) Each Holder hereby consents The Company agrees (i) if so required by the managing underwriter, not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the placement seven days prior to and the 180 days after any underwritten registration pursuant to Section 2 has become effective, except as part of stop transfer orders such underwritten registration and except in connection with a stock option plan, stock purchase plan, managing directors' plan, savings or similar plan, or an acquisition of a business, merger or exchange of stock for stock, and (ii) to cause each holder of its equity securities or of any securities convertible into or exchangeable or exercisable for any of such securities, in each case purchased directly from the Company’s transfer agent in order to enforce Company at any time after the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions date of this Agreement (other than in a public offering), to agree not to effect any such public sale or distribution of such securities during such period, except as part of such underwritten registration. (d) This Section 1.1412 shall be binding on all transferees or assignees of Registrable Securities, whether or not such persons are entitled to registration rights pursuant to Section 11.

Standoff Agreement. (a) Each Holder agrees in In connection with the first sale initial public offering of ------------------ the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act's securities, each Investor and Holder agrees, upon notice by request of the Company or the underwriters managing such public offering, not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Registrable Securities (other than those included in the registration) ), IPO Shares or Series E IPO Shares without the prior written consent of the Company and or such managing underwriters underwriters, as the case may be, for such period of time as the Board of Directors establishes pursuant (not to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; (ii) from the effective date of such agreement shall not apply to transfers to an Affiliateregistration as may be requested by the underwriters, provided that such Affiliate agrees to be bound by the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company who own more than one percent (1%) of the outstanding capital stock of, or hold options to purchase stock of, the Company, (B)and all Holders, all shareholders of the Company holding more than 1% of the Company’s outstanding capital stock; and (C) all other Permitted Holders and holders of other persons with registration rights, are subject also agree to or obligated to enter into similar agreements; and (iv) if such restrictions. The Investors and when any person identified in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person and the Holder. (b) Each Holder agrees Holders agree that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees may instruct its transfer agent to place stop-transfer notations in writing its records to be bound by all of enforce the provisions of this Section 1.14; provided 11. The Company shall cause the underwriters to agree that this Section 1.14(b) they shall not apply to transfers pursuant to a registration statement. (c) Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in order to enforce waive or terminate the foregoing provision transfer restrictions as to any securities, except (i) with respect to up to 5,000 shares sold by any single stockholder or group of affiliated stockholders (as such number may be adjusted for stock splits, reverse stock splits and agrees the like) or (ii) in the case of financial hardship on the part of the holder of such securities, unless each Holder is granted the same waiver or termination on a pro rata basis, or unless the Holders of two-thirds (2/3) of the Registrable Securities then outstanding consent to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14such waiver or termination, which consent shall not be unreasonably withheld.

Standoff Agreement. (a) Each Holder agrees in connection with the first sale Company's initial underwritten public offering of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act's securities, upon notice by request of the Company or and the underwriters managing such public offeringany underwritten offering of the Company's securities, not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company and or such managing underwriters underwriters, as the case may be, for such period of time as the Board of Directors establishes pursuant (not to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; ) from the effective date of such registration (ii) such agreement shall not apply to transfers to an Affiliatethe "Standoff Period")as may be requested by the underwriters, provided that such Affiliate agrees to be bound by the terms each officer, director and holder of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders of the Company holding more than 1% of the Company’s outstanding capital stock; stock of the Company shall be bound by a similar agreement. In order to enforce the covenants set forth in this Section 2.11, and (C) all other Holders and holders until the expiration of other registration rights, are subject to or obligated to enter into similar agreements; andStandoff Period: (iva) if and when any person identified in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares Each certificate held by such person and a Holder representing Registrable Securities shall bear the Holderfollowing legend: "UPON THE REQUEST OF THE COMPANY OR THE UNDERWRITERS, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, SHORT SOLD, LOANED, MADE SUBJECT TO AN OPTION TO PURCHASE SUCH SECURITIES OR OTHERWISE DISPOSED OF FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR THE UNDERWRITERS." (b) Each The Company may impose stop-transfer instructions with respect to Registrable Securities of each Holder agrees that prior (and the shares or securities of every other person subject to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees restrictions set forth in writing to be bound by all of the provisions of this Section 1.14; provided that this Section 1.14(b) shall not apply to transfers pursuant to a registration statement2.11). (c) Each Holder hereby consents to the placement of stop transfer orders with the Company’s transfer agent in order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14.

Standoff Agreement. (a) Each Holder agrees and each Other Shareholder shall agree (as a condition to such Holder or Other Shareholder's right to include securities in connection with the first sale of the Company’s Common Stock in a firm commitment underwritten public offering any registration, qualification or compliance pursuant to an effective registration statement under the Securities Actthis Agreement), upon notice by request of the Company or the underwriters managing such public offeringany underwritten offering of the Company's securities, not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Registrable Securities (other than those included in the registration) without the prior written consent of the Company and or such managing underwriters underwriters, as the case may be, for such period of time as the Board of Directors establishes pursuant (not to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not 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 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 not 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 transfers to an Affiliate, provided that such Affiliate agrees to be bound by the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be all persons subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders of the Company holding more than 1% of the Company’s outstanding capital stock; and (C) all other Holders and holders of other registration rights, are subject to or obligated to enter into similar agreements; and (iv) if and when any person identified in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a agreements pro rata basis based on the number of shares held by subject to such person agreements; and (B) in the Holder. (b) Each Holder agrees that prior case of a registration statement subsequent to the Initial Public Offering it will IPO, (i) all executive officers agree to the same lock-up and (ii) the Holders have the ability to sell not transfer securities less than 25% of the Company unless each transferee agrees Shares registered in writing to be bound by all any such subsequent offering; and provided further that any Holder -------- ------- who together with its affiliates shall hold less than 1% of the provisions of this Section 1.14; provided that this Section 1.14(bRegistrable Securities (any such Holder, a "Small Holder") shall not apply to transfers pursuant to a registration statement. (c) Each Holder hereby consents only be locked up as aforesaid after one offering completed subsequent to the placement of stop transfer orders with the Company’s transfer agent in order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14IPO.

Standoff Agreement. (a) Each Holder Shareholder that is receiving Omneon Shares in connection with the Share Contribution agrees in connection with the first sale public offering of the Company’s Common Stock in a firm commitment underwritten of Omneon to the general public offering which is effected pursuant to an effective a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities ActAct (the "IPO") that, upon notice by the Company or request of the underwriters managing such public offeringany underwritten offering of Omneon's securities, not to sell, make any short sale of, loan, pledge (or otherwise encumber hypothecate or hypothecate)encumber, grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities shares of capital stock of Omneon (other than those included in the registration) without the prior written consent of such underwriters, as the Company and such managing underwriters case may be, for such period of time as the Board of Directors establishes pursuant (not to its good faith negotiations with such managing underwriters; provided, however that: (i) such agreement shall not exceed one hundred eighty (180) days; (ii) such agreement shall not apply to transfers to an Affiliate, provided that such Affiliate agrees to be bound by days from the terms effective date of such agreementregistration) as may be requested by such managing underwriters, to the same extent provided, however, that this Section 7.15 shall apply only as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) long as all executive officers officers, directors and directors of the Company, (B), all shareholders of the Company holding more than 1% stockholders of the Company’s outstanding capital stock; and (C) all other Holders and holders of other registration rights, are subject to or obligated to Omneon enter into similar agreements; and (iv) if and when any person identified in clause (iii) is released, in whole or in part, from such agreement (whether or not such release is contemplated at the time of the offering) or if any such agreement is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person and the Holder. (b) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions . For purposes of this Section 1.14; provided that this Section 1.14(b) 7.15, the term "Omneon" shall not apply to transfers pursuant to a registration statement. (c) Each Holder hereby consents to the placement include any wholly-owned subsidiary of stop transfer orders with the Company’s transfer agent in Omneon into which Omneon merges or consolidates. In order to enforce the foregoing provision covenant, Omneon shall have the right to place restrictive legends on the certificates representing the shares subject to this section and to impose stop transfer instructions with respect to the shares of Omneon's capital stock held by each Shareholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Shareholder further agrees to execute a market standoff enter into any agreement with said reasonably required by the underwriters in customary form consistent with to implement the provisions of this Section 1.14foregoing within any reasonable timeframe so requested.

Standoff Agreement. (a) Each Holder hereby agrees in connection with the first sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Actthat Holder will not, upon notice by the Company or the underwriters managing such public offering, not to sell, make any short sale of, loan, pledge (or otherwise encumber or hypothecate), grant any option for the purchase of, or otherwise directly or indirectly dispose of any Securities (other than those included in the registration) without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and such the managing underwriters for underwriter (such period of time as the Board of Directors establishes pursuant not to its good faith negotiations with such managing underwriters; provided, however that: exceed (ix) such agreement shall not exceed one hundred eighty (180) days; (ii) such agreement shall not apply to transfers to an Affiliate, provided that such Affiliate agrees to be bound by days in the terms of such agreement, to the same extent as if such transferee were the original party thereunder; (iii) a Holder shall not be subject to such agreement unless (A) all executive officers and directors of the Company, (B), all shareholders of the Company holding more than 1% case of the Company’s outstanding capital stock; initial public offering, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (C2) all analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or (y) ninety (90) days in the case of any registration other Holders than the Company’s initial public offering, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and holders (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or 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 other registration rights, Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are subject to then owned by the Holder or obligated to are thereafter acquired) or (ii) enter into similar agreements; and (iv) if and when any person identified in clause (iii) is releasedswap or other arrangement that transfers to another, in whole or in part, from such agreement (whether or not such release is contemplated at the time any of the offeringeconomic consequences of ownership of such securities, whether any such transaction described in clause (i) or if any such agreement (ii) above is terminated, the Holder shall be concurrently released on a pro rata basis based on the number of shares held by such person and the Holder. (b) Each Holder agrees that prior to the Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound settled by all delivery of the Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 1.14; provided that this Section 1.14(b) 11 shall not apply to transfers the sale of any shares to an underwriter pursuant to a registration statement. (c) Each Holder hereby consents an underwriting agreement, and shall be applicable to the placement Holders only if all officers, directors and holders of stop transfer orders more than five percent (5%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all then-outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with such registration are intended third- party beneficiaries of this Section 20 and shall have the Company’s transfer agent right, power, and authority to enforce the provisions hereof as though they were a party hereto. Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 20 or that are necessary to give further effect thereto. In order to enforce the foregoing provision and agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of covenant under this Section 1.1420, the Company may impose stop-transfer instructions with respect to the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock of Holder (and the shares or securities of each transferee and assignee thereof and every other person subject to the foregoing restriction) until the end of such period.