Common use of Holders of Registrable Securities Clause in Contracts

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if requested by the managing underwriter for such offering, each Holder who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection Notwithstanding anything contained herein to the contrary and to the extent not inconsistent with applicable law, each holder of Registrable Securities shall not effect any Shelf Takedown public sale or distribution (including sales pursuant to Rule 144 under the Securities Act, but excluding, to the extent permitted by the underwriter managing the registered public offering, sales effected to pay the exercise price of a stock option pursuant to any broker-assisted exercise or “cashless” exercise of such stock option) of Equity Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other underwritten public offering arrangement that transfers, in whole or in part, any economic consequences of equity ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such securities by or other securities, in cash or otherwise, or publicly disclose the Company (a “Company Underwritten Offering”)intention to make any such offer, if requested by the managing underwriter for such offeringsale, each Holder who Beneficially Owns five percent (5%) pledge or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees disposition, or to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to any such securities as are proposed to be offered pursuant to the Shelf Takedown transaction, swap, hedge or underwritten public equity offering)other arrangement, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, in each case during the seven ten (710) days prior to and the ninety (90-day period beginning on ) days after the date effective time of pricing any (x) underwritten Demand Registration (except as part of such Shelf Takedown Underwritten Registration) or (subject y) underwritten Piggyback Registration in which any of such holder’s Registrable Securities are included (except as part of such Underwritten Registration) (a “Stand-off Period”), except as otherwise agreed to extension in connection with any by the underwriter managing the Underwritten Registration. If (i) the Company issues an earnings release or other material news or a material event relating to the Company and its Subsidiaries during the last seventeen (17) days of the Stand-off Period or (ii) prior to the expiration of the Stand-off Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning upon the expiration of material information pursuant to FINRA Rule 2711(f) the Stand-off Period, then to the extent applicable) (the “Locknecessary for a managing or co-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject of a registered offering required hereunder to a shorter lockcomply with NASD Rule 2711(f)(4), the Stand-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up off Period shall be such shorter period, on such more advantageous terms and shall receive extended until eighteen (18) days after the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company earnings release or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner occurrence of the separately managed account, material news or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that as the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiescase may be.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities If required by the Company (Holders of a “Company Underwritten majority of the Registrable Securities participating in an underwritten Public Offering”), if requested by the managing underwriter for such offering, each Holder who Beneficially Owns five percent (5%of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) or more of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the outstanding shares Underwritten Offering. For the avoidance of New Common Stock doubt, the Shareholder and any other Holder participating in such offering agrees to shall enter into a lock-up agreement containing customary restrictions on transfers agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (except a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven Ordinary Shares (7) days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(fsecurities) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between 2.5 until the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesperiod.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities, or any securities convertible into or exchangeable or exercisable for such securities, by the Company for its own account or on behalf of any Holder or Other Holders (a “Company Underwritten Offering”including pursuant to any Shelf Takedown), if requested by the managing underwriter for such offering, each no Holder who Beneficially Owns “beneficially owns” five percent (5%) or more of the outstanding shares of New Common Stock and shall effect any other Holder participating in such offering agrees public sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, underwriters managing the underwritten public equity offering by the Company during the a period beginning up to seven (7) days prior to and the 90-day period beginning on ending up to 90 days from and including the date of pricing of such Shelf Takedown as reasonably requested by the underwriters managing the underwritten public equity offering (subject to extension in connection with any earnings release or other release of material information including pursuant to FINRA Rule 2711(f) to the extent applicableany Shelf Takedown) (the “Lock-Up Period”); provided, provided that (i) the Holders foregoing shall not be subject apply to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding any shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating that are being issued pursuant to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriterunderwritten public equity offering, then the (ii) such Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (iii) such shorter period, on such more advantageous terms and Lock-Up Period shall receive not commence unless the benefit Company notifies the Holders in writing prior to the commencement of that waiverthe Lock-Up Period; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company partnership or corporation from (1) making a distribution of Registrable Securities to the partners, members partners or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, or (2) consummating a private placement of Registrable Securities, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a5(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown underwritten public offering of equity securities shall be third party beneficiaries of this Section 4(a5(a). The provisions of this Section 4(a5(a) will no longer apply to a Holder once if (a) such Holder ceases to hold any Registrable SecuritiesSecurities or (b) such Holder beneficially owns less than five percent (5%) of the outstanding shares of New Common Stock.

Holders of Registrable Securities. In connection with Each holder of Registrable Securities shall not effect any Shelf Takedown public sale or other underwritten public offering of equity securities by the Company distribution (a “Company Underwritten Offering”), if requested by the managing underwriter for such offering, each Holder who Beneficially Owns five percent (5%including sales pursuant to Rule 144) or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Companyduring (i) with respect to any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities of such holder are included in such registration, during the seven (7) days prior to and the 90-90 day period beginning on the effective date of such registration, provided, however, that (x) the Company and the managing underwriter may not discriminate among the holders with respect to any holdback arrangement pursuant to this Section 3 and (y) all officers and directors of the Company are bound by and have entered into similar agreements to the extent required by the managing underwriter(s), and (ii) upon notice from the Company of the commencement of an underwritten distribution in connection with any Shelf Registration in which Registrable Securities of such holder are included in such distribution, the seven days prior to and the 90 day period beginning on the date of pricing commencement of such Shelf Takedown distribution, provided, however, that (subject x) the Company and the managing underwriter may not discriminate among the holders with respect to extension in connection with any earnings release or other release of material information holdback arrangement pursuant to FINRA Rule 2711(fthis Section 3 and (y) all officers and directors of the Company are bound by and have entered into similar agreements to the extent applicable) (required by the “Lock-Up Period”managing underwriter(s); provided, that the Holders shall not be subject to the provisions hereof in each case except as part of such underwritten registration or distribution, and in each case unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of underwriters managing the outstanding shares of New Common Stock and any other Holders participating in such public offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution otherwise agree. Each holder of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long whose Registrable Securities are included as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion part of any security exercisable such underwritten registration or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder distribution agrees to execute a customary lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown offering shall be third party beneficiaries of this Section 4(a3(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if If requested by the lead managing underwriter for such offeringunderwriter, each Holder who Beneficially Owns “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (55.0%) or more of the issued and outstanding shares of New Common Stock of the Company and each Holder including Registrable Securities in any other Holder participating in such offering agrees Underwritten Demand Offering, Underwritten Shelf Takedown or Piggyback Offering shall not effect any public sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from (i) with respect to the Company’s first Underwritten Offering under the Securities Act for cash, during for the seven (7) days prior to and the 90-day one hundred eighty (180) days beginning on the effective date of such registration plus up to an additional eighteen (18) days to the extent necessary to comply with applicable regulatory requirements following the effective date of such registration, (ii) with respect to any other Underwritten Demand Offering or Piggyback Offering in which Registrable Securities are included, the seven (7) days prior to and the ninety (90)-day period beginning on the effective date of such registration, and (iii) upon notice from the Company of the commencement of a distribution in connection with any other Underwritten Offering (including, but not limited to, any distribution in connection with any Shelf Registration) by or on behalf of the Company, the seven (7) days prior to and the ninety (90)-day period beginning on the date of pricing commencement of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) distribution (the “Lock-Up Period”), in each case except as part of such Underwritten Offering, and in each case unless the underwriters managing such Underwritten Offering otherwise agree; provided, however, that (i) notwithstanding the Holders foregoing, no Holder shall not be subject to the provisions hereof unless all of the Company’s directors, officers, Holders who Beneficially Owns five percent directors and officers (5%and their respective Affiliates) or more are subject to the Lock-Up Period and (ii) if any Other Holder of Registrable Securities of the outstanding shares Company or any of New Common Stock the Company’s directors and officers (or any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person of their respective Affiliates) shall be subject to a shorter lock-up period, period or receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriterPeriod, then the Lock-Up Period shall be such shorter period, period and also on such more advantageous terms terms. The restrictions set forth in this Section 3(a) shall not be applicable to Transfers by Holders to Affiliates who agree to be bound by the provisions hereof, Transfers related to securities owned by Holders as a result of open market purchases made following the closing of the applicable offerings, and shall receive other Transfers to which the benefit of that waiverunderwriters managing such Underwritten Offering agree; provided, furtherhowever, that nothing herein will shall prevent (i) any a Holder that is a partnership, limited liability company partnership or corporation from making a distribution of Registrable Securities to the partners, members partners or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate shareholders thereof that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a)terms hereof. The provisions of this Section 4(a3(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if If requested by the managing underwriter for such offeringunderwriter(s), each Holder who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to an underwritten Public Offering shall enter into a customary lock-up agreement containing customary restrictions on transfers of equity securities of agreements, substantially consistent with the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms entered into by such Holders in connection with the IPO, with the managing underwriter and if any underwriter(s) of such person shall be subject Public Offering. Each Holder not participating in an offering pursuant to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree this Agreement agrees to be bound by the restrictions terms of such customary lock-up agreement entered into by the participating Holders in connection therewith as if such Holder had been a party thereto; provided that, notwithstanding the terms of the customary lock-up agreement entered into by the participating Holders, non-participating Holders shall not be prohibited from (i) establishing any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act during the lock-up period set forth in this Section 4(a), such agreements (provided that no sales may be made pursuant to such a Plan prior to the expiration of the lock-up period set forth in such agreements and no public announcement of the establishment or existence of a Plan or filing in respect thereof is required or made voluntarily prior to the expiration of the lock-up period set forth in such agreements) or (ii) making sales pursuant to a Plan that exists on the exercise, exchange date of the customary lock-up agreement entered into by the participating Holders. The Company may impose stop-transfer instructions with respect to the Shares (or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be other securities) subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between until the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement period set forth in favor of the Company’s underwriters such agreements, including any extension thereof as may be required to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(acomply with FINRA Rule 2711(f)(4). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if requested by the managing underwriter for such offering, each Each and every Holder who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to shall enter into a lock-up agreement containing agreements with the managing underwriter(s) of an underwritten Public Offering providing that, unless the underwriters managing such underwritten Public Offering otherwise agree in writing, subject to customary restrictions on transfers exceptions such Holder shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of equity securities (including sales pursuant to Rule 144), directly or indirectly, any Capital Stock of the Company (except with respect to such securities as are proposed including Capital Stock of the Company that may be deemed to be offered pursuant to owned beneficially by such holder in accordance with the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from rules and regulations of the Company, during the seven (7) days prior to Securities and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicableExchange Commission) (the collectively, “Lock-Up PeriodSecurities”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) enter into a transaction which would have the exercisesame effect as described in clause (i) above, exchange (iii) enter into any swap, hedge or conversion other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any security exercisable Securities, whether such transaction is to be settled by delivery of such Securities, in cash or exchangeable forotherwise (each of (i), or convertible into(ii) and (iii) above, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(aa “Sale Transaction”), or (iiiiv) publicly disclose the intention to enter into any Holder from Sale Transaction, commencing on the earlier of the date on which the Company gives notice to the Holders that a preliminary prospectus has been circulated for such Public Offering or the “pricing” of such offering and continuing market-making or other trading activities as a broker-dealer in to the ordinary course of business; provided, further, date that there shall be a period of at least thirty is ninety (3090) days between following the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested the final prospectus for such Public Offering (or such shorter period that is required by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of underwriter(s)) (the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a“Holdback Period”). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if If requested by the lead managing underwriter for such offeringunderwriter, each Holder who Beneficially Owns “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (55.0%) or more of the issued and outstanding shares of New Common Stock of the Company and each Holder including Registrable Securities in any other Holder participating in such offering agrees Underwritten Demand Offering, Underwritten Shelf Takedown or Piggyback Offering shall not effect any public sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Companyduring (i) with respect to any Underwritten Demand Offering or Piggyback Offering in which Registrable Securities are included, during the seven (7) days prior to and the 90-day ninety (90)-day period (or one hundred and eighty (180)-day period with respect to the Company’s first Underwritten Offering under the Securities Act for cash) beginning on the effective date of such registration, and (ii) upon notice from the Company of the commencement of a distribution in connection with any other Underwritten Offering (including, but not limited to, any distribution in connection with any Shelf Registration) by or on behalf of the Company, the seven (7) days prior to and the ninety (90)-day period beginning on the date of pricing commencement of such Shelf Takedown distribution (subject to extension in connection with any earnings release or other release the case of material information pursuant to FINRA Rule 2711(f(i) to the extent applicable) and (ii), the “Lock-Up Period”), in each case except as part of such Underwritten Offering, and in each case unless the underwriters managing such Underwritten Offering otherwise agree; provided, however, that if any other Holder of Registrable Securities of the Company shall be subject to a shorter period or receives more advantageous terms relating to the Lock-Up Period, then the Lock-Up Period shall be such shorter period and also on such more advantageous terms and notwithstanding the foregoing, the Holders shall not be subject to the provisions hereof unless all of the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock directors and any other Holders participating in such offering shall officers have signed lock-up agreements containing substantially similar terms with the managing underwriter underwriters. The restrictions set forth in this Section 3(a) shall not be applicable to Transfers by Holders to Affiliates who agree to be bound by the provisions hereof, Transfers related to securities owned by Holders as a result of open market purchases made following the closing of the applicable offerings, and if any other Transfers to which the underwriters managing such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiverUnderwritten Offering agree; provided, furtherhowever, that nothing herein will shall prevent (i) any a Holder that is a partnership, limited liability company partnership or corporation from making a distribution of Registrable Securities to the partners, members partners or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate shareholders thereof that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a)terms hereof. The provisions of this Section 4(a3(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection with any Shelf Takedown or other an underwritten public offering of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, by the Company for its own account or on behalf of any Holder or Other Holders (a “Company Underwritten Offering”including pursuant to any Shelf Takedown), if requested by the managing underwriter for underwriters in connection with such underwritten offering, each no Holder who Beneficially Owns five percent (is a Management Holder or who beneficially owns 5%) % or more of the outstanding shares of New Common Stock and Shares shall effect any other Holder participating in such offering agrees sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, underwriters managing the underwritten public equity offering by the Company during the a period beginning up to seven (7) days prior to and the 90-day period beginning on ending up to 90 days from and including the date of pricing of such Shelf Takedown as reasonably requested by the underwriters managing the underwritten public equity offering (subject to extension in connection with any earnings release or other release of material information including pursuant to FINRA Rule 2711(fany Shelf Takedown) to (or 180 days in the extent applicablecase of the Initial Public Offering) (the “Lock-Up Period”); provided, provided that (A) the Holders foregoing shall not be subject apply to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more any Common Shares that are offered for sale as part of the outstanding shares of New Common Stock and any other Holders participating in underwritten public equity offering, (B) such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) such shorter period, on such more advantageous terms Lock-Up Period shall be subject to customary exceptions and shall receive not commence unless the benefit Company notifies the Holders in writing prior to the commencement of that waiverthe Lock-Up Period; provided, provided further, that nothing herein will shall prevent (i) any Holder that is a partnership, limited liability company partnership or corporation from making a distribution of Registrable Securities Shares to the partners, members partners or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, thereof or a transfer Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown underwritten public offering of equity securities shall be third third-party beneficiaries of this Section 4(a5(d). Any discretionary waiver or termination of the requirements of this Section 5(d) made by the managing underwriters in connection with an underwritten offering shall apply to each Holder subject to this Section 5(d) on a pro rata basis in accordance with the Proportionate Percentages (assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) the Selected Underwriter has been selected pursuant to such request and (iii) agrees that (A) a pro rata waiver or termination of requirements would not be commercially reasonable and (B) that the proposed waiver or termination of requirements is as close to pro rata as would be commercially feasible. The provisions of this Section 4(a5(d) will no longer apply to a Holder once if (x) such Holder ceases to hold any Registrable SecuritiesShares or (y) such Holder beneficially owns less than 5% of the outstanding Common Shares or ceases to be a Management Holder, as applicable.

Holders of Registrable Securities. In connection Notwithstanding anything contained herein to the contrary and to the extent not inconsistent with applicable law, upon the request of the applicable underwriter, each holder of Registrable Securities shall not effect any Shelf Takedown public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of Issuer Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other underwritten public offering arrangement that transfers, in whole or in part, any economic consequences of equity ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such securities by or other securities, in cash or otherwise, or publicly disclose the Company (a “Company Underwritten Offering”)intention to make any such offer, if requested by the managing underwriter for such offeringsale, each Holder who Beneficially Owns five percent (5%) pledge or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees disposition, or to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to any such securities as are proposed to be offered pursuant to the Shelf Takedown transaction, swap, hedge or underwritten public equity offering)other arrangement, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, in each case during the seven (7) 10 days prior to and the 9090 days after the effective time of any underwritten piggy-day period beginning on the date of pricing back registration pursuant to Section 3 hereof in which any of such Shelf Takedown holder’s Registrable Securities are included (subject except as part of such underwritten piggy back registration) (a “Stand-off Period”), except as otherwise agreed to extension in connection with by the underwriter managing any such underwritten registration. If (i) the Issuer issues an earnings release or other material news or a material event relating to the Issuer during the last 17 days of the Stand-off Period or (ii) prior to the expiration of the Stand-off Period, the Issuer announces that it will release earnings results during the 16 day period beginning upon the expiration of material information pursuant to FINRA Rule 2711(f) the Stand-off Period, then to the extent applicable) (the “Locknecessary for a managing or co-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject of a registered offering required hereunder to a shorter lockcomply with NASD Rule 2711(f)(4), the Stand-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up off Period shall be such shorter periodextended until 18 days after the earnings release or the occurrence of the material news or event, on such more advantageous terms and shall receive as the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to case may be. Notwithstanding the partners, members or stockholders thereofforegoing, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will shall only apply if (i) all officers and directors of the Issuer enter into similar agreements and (ii) no longer apply such officer or director is released in whole or in part from his or her obligations under such agreement unless all Holders are similarly released from the provisions of this Section 4(a) as to a Holder once the same percentage of their Issuer Common Stock as to which such Holder ceases to hold Registrable Securitiesofficer or director is released.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities If requested by the Company (a “Company Underwritten Offering”), if requested by or the managing underwriter for such offeringunderwriter(s), each Holder who Beneficially Owns five percent participating in an Underwritten Offering shall enter into customary lock-up agreements with the managing underwriter(s) of such Underwritten Offering; provided that (5%i) or more the lock-up period in such customary lock-up agreement shall not exceed ninety (90) days from the date of the outstanding final prospectus relating to the Underwritten Offering, and (ii) except with respect to the lock-up period, such customary lock-up shall be substantially consistent with the lock-up agreements entered into by such Holders in connection with the IPO. In addition, if Magnus is participating in an Underwritten Offering, Magnus agrees to use commercially reasonable efforts to cause the pledgee under any credit agreement of Magnus under which any shares of New Common Stock and any other Holder participating in such offering agrees beneficially owned by Magnus are pledged to enter into a customary lock-up agreement containing with the managing underwriter(s) of such Underwritten Offering and such customary restrictions on transfers of equity securities of lock-up shall be substantially consistent with the Company lock-up agreement entered into by such pledgee in connection with the IPO (except with respect to such securities the lock-up period). Each Holder not participating in an offering pursuant to this Agreement who then beneficially owns (calculated as are proposed provided in Rule 13d-3 under the Exchange Act) 5% or more of the Common Stock of the then outstanding shares of Common Stock (a “Non-Participating Holder”) agrees to be offered bound by the terms of the customary lock-up agreement substantially consistent with the lock-up agreements entered into by such Holders in connection with the IPO (except with respect to the lock-up period) entered into by the participating Holders in connection therewith as if such Holder had been a party thereto; provided that, (A) notwithstanding the terms of the customary lock-up agreement entered into by the participating Holders, (i) Non-Participating Holders shall not be prohibited from establishing any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act during the lock-up period set forth in such agreements (provided that no sales may be made pursuant to such a Plan prior to the Shelf Takedown expiration of the lock-up period set forth in such agreements and no public announcement of the establishment or underwritten public equity offeringexistence of a Plan or filing in respect thereof is required or made voluntarily prior to the expiration of the lock-up period set forth in such agreements), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent (ii) Non-Participating Holders shall not be prohibited from the Company, during the seven (7) days prior making sales pursuant to and the 90-day period beginning a Plan that exists on the date of pricing of such Shelf Takedown the customary lock-up agreement entered into by the participating Holders, and (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(fiii) to the extent applicable) (the “LockNon-Up Period”); provided, that the Participating Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in bound by such offering shall have signed lock-up agreements containing substantially similar terms with agreement for a period in excess of ninety (90) days from the managing underwriter and if any such person shall be date of the final prospectus relating to the offering that is the subject to a shorter of the lock-up periodagreement, receives more advantageous and (B) a Non-Participating Holder shall not be bound by the terms relating to the Lock-Up Period or receives a waiver of its such lock-up period agreement if such Non-Participating Holder has submitted to the Company an Opt-Out Request prior to the effective date of such lock-up agreement; provided that in the case of a primary Underwritten Offering on behalf of the Company, a Non-Participating Holder that has submitted an Opt-Out Request shall be bound by the terms of such lock-up agreement if (x) it has been given the opportunity to include its Registrable Securities in a Piggyback Registration notwithstanding such Opt-Out Request by special notice from the Company delivered to the Non-Participating Holder no earlier than five (5) Business Days and no later than two (2) Business Days before the anticipated filing date of the Piggyback Registration, and (y) such Non-Participating Holder’s Registrable Securities are not included in such Piggyback Registration due to Non-Participating Holder’s decision not to include its Registrable Securities in the Piggyback Registration or due to an underwriterunderwriter cut-back under Section 3(c). In addition, then the Lockif Magnus is a Non-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Participating Holder that is a partnership, limited liability company or corporation from making a distribution required to be bound by the terms of Registrable Securities such lock-up agreement pursuant to the partnersterms of this Section 4(a), members or stockholders thereof, Magnus agrees to use commercially reasonable efforts to cause the transfer pledgee under any credit agreement of Magnus under which any shares of Common Stock beneficially owned by a Holder that is an investment advisor managing a separately managed account Magnus are pledged to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth terms of the customary lock-up agreement substantially consistent with the lock-up agreements entered into by such Holders in this Section 4(a), connection with the IPO (iiexcept with respect to the lock-up period) entered into by the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided participating Holders in connection therewith as if such pledgee had been a party thereto. The Company may impose stop-transfer instructions with respect to the New Common Stock issued upon such exercise (or conversion shall be other securities) subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between until the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement period set forth in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesagreements.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if If requested by the lead managing underwriter for such offeringunderwriter, each Holder who Beneficially Owns “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (55.0%) or more of the issued and outstanding shares of New Common Stock of the Company and each Holder including Registrable Securities in any other Holder participating in such offering agrees Underwritten Demand Offering, 10 19572323.8 Execution Version Exhibit 4.1 Underwritten Shelf Takedown or Piggyback Offering shall not effect any public sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from (i) with respect to the Company’s first Underwritten Offering under the Securities Act for cash, during for the seven (7) days prior to and the 90-day one hundred eighty (180) days beginning on the effective date of such registration plus up to an additional eighteen (18) days to the extent necessary to comply with applicable regulatory requirements following the effective date of such registration, (ii) with respect to any other Underwritten Demand Offering or Piggyback Offering in which Registrable Securities are included, the seven (7) days prior to and the ninety (90)-day period beginning on the effective date of such registration, and (iii) upon notice from the Company of the commencement of a distribution in connection with any other Underwritten Offering (including, but not limited to, any distribution in connection with any Shelf Registration) by or on behalf of the Company, the seven (7) days prior to and the ninety (90)-day period beginning on the date of pricing commencement of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) distribution (the “Lock-Up Period”), in each case except as part of such Underwritten Offering, and in each case unless the underwriters managing such Underwritten Offering otherwise agree; provided, however, that (i) notwithstanding the Holders foregoing, no Holder shall not be subject to the provisions hereof unless all of the Company’s directors, officers, Holders who Beneficially Owns five percent directors and officers (5%and their respective Affiliates) or more are subject to the Lock-Up Period and (ii) if any Other Holder of Registrable Securities of the outstanding shares Company or any of New Common Stock the Company’s directors and officers (or any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person of their respective Affiliates) shall be subject to a shorter lock-up period, period or receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriterPeriod, then the Lock-Up Period shall be such shorter period, period and also on such more advantageous terms terms. The restrictions set forth in this Section 3(a) shall not be applicable to Transfers by Holders to Affiliates who agree to be bound by the provisions hereof, Transfers related to securities owned by Holders as a result of open market purchases made following the closing of the applicable offerings, and shall receive other Transfers to which the benefit of that waiverunderwriters managing such Underwritten Offering agree; provided, furtherhowever, that nothing herein will shall prevent (i) any a Holder that is a partnership, limited liability company partnership or corporation from making a distribution of Registrable Securities to the partners, members partners or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate shareholders thereof that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a)terms hereof. The provisions of this Section 4(a3(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.. (b)

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities If required by the Company (Holders of a “Company Underwritten majority of the Registrable Securities participating in an underwritten Public Offering”), if requested by the managing underwriter for such offering, each Holder who Beneficially Owns five percent (5%of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) or more of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the outstanding shares Underwritten Offering. For the avoidance of New Common Stock doubt, the Shareholder and any other Holder participating in such offering agrees to shall enter into a lock-up agreement containing customary restrictions on transfers agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings other than the Company’s IPO, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (except a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven Ordinary Shares (7) days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(fsecurities) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii2.5(a) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between until the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesperiod.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by of the Company Parent (a an “Company Underwritten Offering”)) as to which Member Holders or other holders of Registrable Securities are included as selling holders, if requested by the managing underwriter Underwriter for such offeringUnderwritten Offering, each Member Holder who Beneficially Owns five percent (5%) or more other holder of the outstanding shares of New Common Stock and any other Holder Registrable Securities participating in such offering agrees to enter into a lock-up agreement, in addition to any other lock-up agreement then in effect with respect to Registrable Securities, containing customary restrictions on transfers of equity securities of the Company Parent (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offeringUnderwritten Offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the for a period not greater than seven (7) days prior to and the ninety (90-day period beginning on ) days after the date of pricing of such Shelf Takedown Underwritten Offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Member Holders shall not be subject to the provisions hereof unless the CompanyParent’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders Persons participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter Underwriter and if any such person Person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company Parent or an underwriterUnderwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Member Holder or other such holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a)2.5, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a)2.5. The provisions of this Section 4(a) 2.5 will no longer apply to a Member Holder or other holder of Registrable Securities once such Holder Person ceases to hold Registrable Securities.

Holders of Registrable Securities. In Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that in connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or other a registered underwritten public offering of equity securities Common Stock by Parent in a primary offering for its own account, and upon written request from the Company (a “Company Underwritten Offering”managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), if during such period as is reasonably requested by the managing underwriter for such offering, each Holder who Beneficially Owns five percent underwriter(s) (5%) or more of the outstanding shares of New Common Stock and any other Holder participating which period shall in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to no event be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the longer than seven (7) days prior to and sixty (60) days after the 90-day period beginning on the date of pricing of such Shelf Takedown (subject offering), effect any public sale or distribution of any Similar Securities to extension those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in connection with any earnings release or other release of material information an offering pursuant to FINRA Rule 2711(f) Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent applicable) (that Parent, the “Lock-Up Period”); provideddirectors and executive officers of Parent, that the Holders shall not be and each selling stockholder included in such offering are subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and same restrictions if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriterunderwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute a lock-up agreement in favor of and deliver such other agreements as may be reasonably requested by the Company’s underwriters to such effect and, in any event, managing underwriter(s) that are consistent with the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The foregoing provisions of this Section 4(a6(a) will no longer and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder once such Holder ceases to hold of Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”)Company, if requested by the managing underwriter for such offering, each no Holder who Beneficially Owns “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5%) or more of the outstanding shares of New Class A-1 Common Stock, Class A Common Stock and Class B Common Stock (taken together as a single class as-if converted to Class A common stock) shall effect any other Holder participating in such offering agrees public sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Takedown Lock-Up Period”); provided, that except as part of the Holders shall not be subject to the provisions hereof Shelf Takedown, and (i) unless the Company’s directors, officers, Holders who Beneficially Owns five percent underwriters managing the Shelf Takedown or other underwritten public equity offering by the Company otherwise agree by written consent and (5%ii) or more of the outstanding shares of New Common Stock and any other Holders participating in only if such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Takedown Lock-Up Period or receives a waiver of its lock-up period from is applicable on substantially similar terms to the Company or an underwriter, then and the Lock-Up Period shall be such shorter period, on such more advantageous terms executive officers and shall receive directors of the benefit of that waiverCompany; provided, further, provided that nothing herein will prevent (i) any Holder that is a partnership, limited liability company partnership or corporation from making a distribution of Registrable Securities to the partners, members partners or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities If requested by the Company (a “Company Underwritten Offering”), if requested by or the managing underwriter for such offeringunderwriter(s), each Holder who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to an underwritten Public Offering shall enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any underwriter(s) of such person shall be subject Public Offering. Each Holder not participating in an offering pursuant to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree this Agreement agrees to be bound by the restrictions terms of the customary lock-up agreement entered into by the participating Holders in connection therewith as if such Holder had been a party thereto; provided that, notwithstanding the terms of the customary lock-up agreement entered into by the participating Holders, non-participating Holders shall not be prohibited from (i) establishing any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act during the lock-up period set forth in this Section 4(a), such agreements (provided that no sales may be made pursuant to such a Plan prior to the expiration of the lock-up period set forth in such agreements and no public announcement of the establishment or existence of a Plan or filing in respect thereof is required or made voluntarily prior to the expiration of the lock-up period set forth in such agreements) or (ii) in connection with an offering other than an IPO, making sales pursuant to a Plan that exists on the exercise, exchange date of the customary lock-up agreement entered into by the participating Holders. The Company may impose stop-transfer instructions with respect to the Shares (or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be other securities) subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between until the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement period set forth in favor of such agreements, including any extension thereof as may be required to comply with FINRA Rule 2711(f)(4), to the extent then applicable to the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities If requested by the Company (a “Company Underwritten Offering”), if requested by or the managing underwriter for such offeringunderwriter(s), each Holder who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to an underwritten Public Offering shall enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any underwriter(s) of such person shall be subject Public Offering. Each Holder (other than a Controlling Holder) not participating in an offering pursuant to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree this Agreement agrees to be bound by the restrictions terms of the customary lock-up agreement entered into by the participating Holders in connection therewith as if such Holder had been a party thereto; provided that, notwithstanding the terms of the customary lock-up agreement entered into by the participating Holders, non-participating Holders shall not be prohibited from (i) establishing any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act during the lock-up period set forth in this Section 4(a), such agreements (provided that no sales may be made pursuant to such a Plan prior to the expiration of the lock-up period set forth in such agreements and no public announcement of the establishment or existence of a Plan or filing in respect thereof is required or made voluntarily prior to the expiration of the lock-up period set forth in such agreements) or (ii) in connection with an offering other than an IPO, making sales pursuant to a Plan that exists on the exercise, exchange date of the customary lock-up agreement entered into by the participating Holders. The Company may impose stop-transfer instructions with respect to the Shares (or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be other securities) subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between until the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement period set forth in favor of the Company’s underwriters such agreements, including any extension thereof as may be required to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(acomply with FINRA Rule 2711(f)(4). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection Each Holder participating in an Underwritten Offering and if requested by Underwriters managing such Underwritten Offering and each Holder that Beneficially Owns more than 3% of the outstanding Common Stock shall enter into customary lock-up agreements with the managing Underwriter(s) of an Underwritten Offering that provides for the following unless the Underwriters managing such Underwritten Offering otherwise agree in writing, subject to customary exceptions, such holder shall not (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144 under the Securities Act), directly or indirectly, any Shelf Takedown or other underwritten public offering capital stock of equity securities by the Company (including capital stock of the Company that may be deemed to be Beneficially Owned by such Holder), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any such securities, whether such transaction is to be settled by delivery of such securities, in cash or otherwise (each of (A), (B) and (C) above, a “Company Underwritten OfferingSale Transaction”), if requested by or (D) publicly disclose the managing underwriter intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Company gives notice to the Holders that a preliminary prospectus has been filed for such Underwritten Offering or the “pricing” of such offering and continuing to the date that is (x) in the case of the first two Underwritten Offerings following the date of this Agreement, up to 90 days following the date of the final Prospectus for such offering, each Holder who Beneficially Owns five percent or (5%y) or more in case of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees all subsequent Underwritten Offerings, up to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) 45 days prior to and the 90-day period beginning on following the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in final Prospectus for such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period(or, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriterin each case, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If time as requested by the Underwriters managing underwriter, each Holder agrees to execute such Underwritten Offering) (a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.“

Holders of Registrable Securities. In connection with any Underwritten Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if requested by the managing underwriter for such offering, each Holder who Beneficially Owns five percent (5%) % or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Underwritten Shelf Takedown or underwritten public equity offering), ) or any securities convertible into or exchangeable or exercisable for such securitiessecurities (including, for the avoidance of doubt, the Warrants), without prior written consent from the Company, during the seven (7) days day period prior to and the 90-90 day period beginning on the date of pricing of such Underwritten Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (Own 5%) % or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person Person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that such waiver; provided, further, that nothing herein will prevent (ii)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a2(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a2(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Underwritten Shelf Takedown shall be third party beneficiaries of this Section 4(a2(a). The provisions of this Section 4(a2(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In Each Initiating Holder and Participating Holder, and each other Holder of Registrable Securities that holds or beneficially owns at least 2% of the outstanding Common Shares agrees that in connection with any underwritten Demand Registration, Underwritten Shelf Takedown or other a registered underwritten public offering of equity securities Common Shares by Parent in a primary offering for its own account, and upon written request from the Company (a “Company Underwritten Offering”managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), if during such period as is reasonably requested by the managing underwriter for such offering, each Holder who Beneficially Owns five percent underwriter(s) (5%) or more of the outstanding shares of New Common Stock and any other Holder participating which period shall in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to no event be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the longer than seven (7) days prior to and sixty (60) days after the 90-day period beginning on the date of pricing of such Shelf Takedown (subject offering), effect any public sale or distribution of any Similar Securities to extension those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in connection with any earnings release or other release of material information an offering pursuant to FINRA Rule 2711(f) Section 2, Section 3, or Section 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent applicable) (that Parent, the “Lock-Up Period”); provideddirectors and executive officers of Parent, that the Holders shall not be and each selling stockholder included in such offering are subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and same restrictions if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriterunderwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Shares is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute a lock-up agreement in favor of and deliver such other agreements as may be reasonably requested by the Company’s underwriters to such effect and, in any event, managing underwriter(s) that are consistent with the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The foregoing provisions of this Section 4(a6(a) will no longer and are necessary to give further effect thereto. Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such offering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder once such Holder ceases to hold of Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. In connection with Each Eligible Holder hereby agrees that it will not effect any Shelf Takedown public sale or other underwritten public offering distribution (including sales pursuant to Rule 144) of equity securities by the Company (a “Company Underwritten Offering”), if requested by the managing underwriter for such offering, each Holder who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)New Notes, or any securities convertible into or exchangeable or exercisable for such securities, without as applicable, (i) during (A) the ten (10) days prior written consent to and the 90-day period beginning on the effective date of the registration of such Registrable Securities in connection with an Underwritten Offering or (B) such shorter period as the underwriters participating in such Underwritten Offering may require, and (ii) upon notice from the CompanyCompany of the commencement of an underwritten distribution in connection with any Shelf Registration, during the seven (7A) ten (10) days prior to and the 90-day period beginning on the date of pricing commencement of such Shelf Takedown distribution or (subject to extension B) such shorter period as the underwriters participating in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) such underwritten distribution may require (the each, a “Lock-Up Period”); provided, that in each case except as part of such Underwritten Registration, and in each case (w) only if the Holders shall not be subject underwriters managing the registered public offering request such Lock-Up Period, (x) only if such Lock-Up Period is applicable to the provisions hereof unless Company, (y) in the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more case of Common Stock where the outstanding Company is not offering any shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and Stock, only if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period is applicable to each holder of 10% or receives a waiver more of its lock-up period from the issued and outstanding Common Stock and to all of the executive officers and directors of the Company or an underwriter(in the case of executive officers and directors, then subject to customary exceptions) and (z) in the case of Common Stock where the Company is offering any shares of Common Stock, the Lock-Up Period is applicable to the executive officers and directors of the Company (subject to customary exceptions); provided, however, that the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive only apply to the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution class of Registrable Securities which are being offered pursuant to the partners, members such Underwritten Offering or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed accountdistribution, or a transfer to an Affiliate that is otherwise in compliance with such Shelf Registration, as the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion case may be. Each holder of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder Registrable Securities agrees to execute a lock-up agreement in favor of the Company’s underwriters in form and substance reasonably acceptable to the Company and the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown offering shall be third party beneficiaries of this Section 4(a3(a). The provisions of lock-up restrictions set forth in this Section 4(a3(a) will no longer apply to a an Eligible Holder once such Holder ceases to hold Registrable SecuritiesEligible Holder, together with its Affiliates, holds less than five percent (5%) of the issued and outstanding Common Stock.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”)Company, if requested by the managing underwriter for such offering, each no Holder who Beneficially Owns “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5%) or more of the outstanding shares of New Class A-2 Common Stock, Class A Common Stock and Class B Common Stock (taken together as a single class as-if converted to Class A common stock) shall effect any other Holder participating in such offering agrees public sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Takedown Lock-Up Period”); provided, that except as part of the Holders shall not be subject to the provisions hereof Shelf Takedown, and (i) unless the Company’s directors, officers, Holders who Beneficially Owns five percent underwriters managing the Shelf Takedown or other underwritten public equity offering by the Company otherwise agree by written consent and (5%ii) or more of the outstanding shares of New Common Stock and any other Holders participating in only if such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Takedown Lock-Up Period or receives a waiver of its lock-up period from is applicable on substantially similar terms to the Company or an underwriter, then and the Lock-Up Period shall be such shorter period, on such more advantageous terms executive officers and shall receive directors of the benefit of that waiverCompany; provided, further, provided that nothing herein will prevent (i) any Holder that is a partnership, limited liability company partnership or corporation from making a distribution of Registrable Securities to the partners, members partners or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities If required by the Company (holders of a “Company Underwritten majority of the Registrable Securities participating in an underwritten Public Offering”), if requested by the managing underwriter for such offering, each Holder who Beneficially Owns five percent (5%) or more holder of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to Registrable Securities shall enter into a lock-up agreement containing customary restrictions on transfers agreements with the managing underwriter(s) of equity an underwritten Public Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other holders of Registrable Securities regardless of whether such holders’ securities are included in the Public Offering. In the absence of any such lock-up agreement, each holder of Registrable Securities agrees, that in connection with the Company’s initial Public Offering, such holder shall not (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any Capital Stock of the Company (except including Capital Stock of the Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Equity Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Equity Securities, whether such transaction is to be settled by delivery of such Equity Securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”), or (D) publicly disclose the intention to enter into any Sale Transaction, from the date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such initial Public Offering to the date that is 180 days following the date of the final prospectus for such initial Public Offering (the “Holdback Period”), unless the underwriters managing the Public Offering otherwise agree in writing; The Company may impose stop-transfer instructions with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Class A Common Stock and any (or other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (isecurities) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between until the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesperiod.

Holders of Registrable Securities. In connection with any Shelf Takedown Underwritten Offering or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”)Company, if requested by the managing underwriter for such offering, each no Holder who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company Company, or any securities convertible into or exchangeable or exercisable for such securities, shall effect any public sale or distribution (except with respect to such securities as are proposed to be offered including sales pursuant to Rule 144) of equity securities of the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, (A) in the case of an Initial Public Offering, during the seven days prior to and the 180-day period beginning on the date of the pricing of the Initial Public Offering or (7B) solely with respect to any Holder participating in such Shelf Takedown or other underwritten public offering, during the seven days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) underwritten public offering (the “Lock-Up Period”); provided, that except as part of the Holders shall not be subject to the provisions hereof Underwritten Offering, and (i) unless the Company’s directors, officers, Holders who Beneficially Owns five percent underwriters managing the Underwritten Offering or other underwritten public equity offering by the Company otherwise agree by written consent and (5%ii) or more of the outstanding shares of New Common Stock and any other Holders participating in only if such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period (or receives a waiver of its lock-up period from longer period) is applicable on substantially similar terms to the Company or an underwriter, then and the Lock-Up Period shall be such shorter period, on such more advantageous terms executive officers and shall receive directors of the benefit of that waiverCompany; provided, further, provided that nothing herein will prevent (i) any Holder that is a partnership, corporation, limited liability company or corporation other entity from making a distribution of Registrable Securities to the partners, stockholders, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner owners of the separately managed account, interests thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a9(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect (in each case on substantially the same terms and conditions as all Holders) and, in any event, that the Company’s underwriters in any relevant Shelf Takedown Underwritten Offering or other underwritten public offering shall be third party beneficiaries of this Section 4(a9(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with any Shelf Takedown the underwriter or other underwritten public offering of equity securities underwriters selected for such underwriting by the Company (a “Company Underwritten Offering”)Company. Notwithstanding any other provision of this Agreement, if requested the Company determines in good faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the managing underwriter for such offeringHolders; and third, each Holder who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and to any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities stockholder of the Company (except other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with respect to the immediately preceding clause. In no event will shares of any other selling stockholder be included in such securities as are registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be offered pursuant sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Shelf Takedown or underwritten public equity offering)Company and the underwriter, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven delivered at least ten (710) business days prior to and the 90-day period beginning on the effective date of pricing of the registration statement. Any Registrable Securities excluded or withdrawn from such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person underwriting shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period excluded and withdrawn from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) registration. For any Holder that which is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or stockholders thereofthe estates and family members of any such partners, retired partners, members and retired members and any trusts for the transfer by a Holder that is an investment advisor managing a separately managed account to the owner benefit of any of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree foregoing person shall be deemed to be bound a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by the restrictions set forth all entities and individuals included in such “Holder,” as defined in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiessentence.

Holders of Registrable Securities. In Each Investor Holder agrees that in connection with any Shelf Takedown or other registered underwritten public offering of equity securities by Class A Common Stock for the account of the Company (a “Company Underwritten Offering”or any other Investor Holder(s), if and upon request from the managing underwriter(s) for such offering, such Investor Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter for such offering, each Holder who Beneficially Owns five percent underwriter(s) (5%) or more of the outstanding shares of New Common Stock and any other Holder participating which period shall in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company no event be longer than ten (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (710) days prior to and ninety (90) days after the 90-day period beginning on the date of pricing launch of such Shelf Takedown offering (subject such period, the “Holdback Period”)), Transfer any Registrable Securities. The foregoing provisions of this Section 5(a) shall not apply to extension (i) offers or sales of Registrable Securities that are included in connection with any earnings release such underwritten offering, (ii) a Transfer of Registrable Securities pursuant to the terms of an agreement, contract, security or other release instrument entered into or issued by an Investor Holder prior to the Holdback Period; provided that the Company and the managing underwriter(s) for such offering have received a copy of material information pursuant such agreement, contract, security or other instrument at least ten (10) days prior to FINRA Rule 2711(f) the launch of such offering, and such agreement, contract, security or other instrument is described in, or included as an exhibit to, the corresponding Registration Statement as and to the extent applicableappropriate or (iii) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution pledge of Registrable Securities to the partnerssecure a loan, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account and shall in each case be applicable to the owner of the separately managed accountInvestor Holder only if, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, for so long as and to the extent that the Company, the directors and executive officers of the Company and each selling stockholder included in such distributees or transferees agree offering are subject to the same restrictions. Each Investor Holder agrees to execute and deliver such customary agreements as may be bound reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 5(a) and are necessary to give further effect thereto. For the avoidance of doubt, none of the restrictions set forth in this Section 4(a), (ii5(a) the exercise, shall apply to a conversion or exchange or conversion of any security exercisable Class B Common Units or exchangeable for, or convertible into, New Common Stock, provided Preferred Units in accordance with their respective terms (it being understood that such restrictions shall apply with respect to the New underlying shares of Class A Common Stock that may be issued upon such exercise conversion or conversion shall be subject to the restrictions set forth in this Section 4(aexchange), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company for the avoidance of doubt, excluding any Underwritten Offering”Block Trade for the purpose of generating proceeds to repay the PIPE Financing or for the purpose of satisfying any collateral maintenance requirement pursuant to the PIPE Financing), if requested by the managing underwriter for such offeringsubject to Section 7(c), each no Holder who Beneficially Owns five percent (of more than 5%) or more % of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, shall Transfer any Restricted Shares (other than those Registrable Securities included in such registration pursuant to this Agreement), without the prior written consent from of the Company, during the seven (7) days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) underwritten public offering (the “Lock-Up Period”); provided, that except in the Holders shall not be subject to event the provisions hereof unless underwriters managing the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) Shelf Takedown or more of other underwritten public equity offering by the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject Company otherwise agree by written consent or pursuant to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be Transfer permitted by Section 7(c). Each such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders) and, in any event, that the Company’s underwriters in any relevant Shelf Takedown or other underwritten public offering shall be third party beneficiaries of this Section 4(a7(b); provided that each such Holder shall only be required to execute such lock-up if the directors and executive officers of the Company have executed a lock-up on terms at least as restrictive with respect to the relevant Shelf Takedown or other underwritten public offering. The provisions of this Section 4(a7(b) will no longer apply to a Holder once such Holder ceases to hold Registrable SecuritiesSecurities or 5% or less of the equity securities of the Company.

Holders of Registrable Securities. In connection with any Shelf Takedown or other an underwritten public offering of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, by the Company for its own account or on behalf of any Holder or Other Holders (a “Company Underwritten Offering”including pursuant to any Shelf Takedown), if requested by the managing underwriter for underwriters in connection with such underwritten offering, each no Holder who Beneficially Owns five percent (is a Management Holder or who beneficially owns 5%) % or more of the outstanding shares of New Common Stock and Shares shall effect any other Holder participating in such offering agrees sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, underwriters managing the underwritten public equity offering by the Company during the a period beginning up to seven (7) days prior to and the 90-day period beginning on ending up to 90 days from and including the date of pricing of such Shelf Takedown as reasonably requested by the underwriters managing the underwritten public equity offering (subject to extension in connection with any earnings release or other release of material information including pursuant to FINRA Rule 2711(fany Shelf Takedown) to (or 180 days in the extent applicablecase of the Initial Public Offering) (the “Lock-Up Period”); provided, provided that (A) the Holders foregoing shall not be subject apply to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more any Common Shares that are offered for sale as part of the outstanding shares of New Common Stock and any other Holders participating in underwritten public equity offering, (B) such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) such shorter period, on such more advantageous terms Lock-Up Period shall be subject to customary exceptions and shall receive not commence unless the benefit Company notifies the Holders in writing prior to the commencement of that waiverthe Lock-Up Period; provided, provided further, that nothing herein will shall prevent (i) any Holder that is a partnership, limited liability company partnership or corporation from making a distribution of Registrable Securities Shares to the partners, members partners or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, thereof or a transfer Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown underwritten public offering of equity securities shall be third third-party beneficiaries of this Section 4(a5(d). Any discretionary waiver or termination of the requirements of this Section 5(d) made by the managing underwriters in connection with an underwritten offering shall apply to each Holder subject to this Section 5(d) on a pro rata basis in accordance with the Proportionate Percentages (assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) the Selected Underwriter has been selected pursuant to such request and (iii) agrees that (A) a pro rata waiver or termination of requirements would not be commercially reasonable and (B) that the proposed waiver or termination of requirements is as close to pro rata as would be commercially feasible. The provisions of this Section 4(a5(d) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.if

Holders of Registrable Securities. In connection with any Shelf Takedown or other an underwritten public offering of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, by the Company for its own account or on behalf of any Holder or Other Holders (a “Company Underwritten Offering”including pursuant to any Shelf Takedown), if requested by the managing underwriter for underwriters in connection with such underwritten offering, each no Holder who Beneficially Owns five percent (is a Management Holder or who beneficially owns 5%) % or more of the outstanding shares of New Common Stock and Shares shall effect any other Holder participating in such offering agrees sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, underwriters managing the underwritten public equity offering by the Company during the a period beginning up to seven (7) days prior to and the 90-day period beginning on ending up to 90 days from and including the date of pricing of such Shelf Takedown as reasonably requested by the underwriters managing the underwritten public equity offering (subject to extension in connection with any earnings release or other release of material information including pursuant to FINRA Rule 2711(fany Shelf Takedown) to (or 180 days in the extent applicablecase of the Initial Public Offering) (the “Lock-Up Period”); provided, provided that (A) the Holders foregoing shall not be subject apply to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more any Common Shares that are offered for sale as part of the outstanding shares of New Common Stock and any other Holders participating in underwritten public equity offering, (B) such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) such shorter period, on such more advantageous terms Lock-Up Period shall be subject to customary exceptions and shall receive not commence unless the benefit Company notifies the Holders in writing prior to the commencement of that waiverthe Lock-Up Period; provided, provided further, that nothing herein will shall prevent (i) any Holder that is a partnership, limited liability company partnership or corporation from making a distribution of Registrable Securities Shares to the partners, members partners or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, thereof or a transfer Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown underwritten public offering of equity securities shall be third party beneficiaries of this Section 4(a5(d). Any discretionary waiver or termination of the requirements of this Section 5(d) made by the managing underwriters in connection with an 42 underwritten offering shall apply to each Holder subject to this Section 5(d) on a pro rata basis in accordance with the Proportionate Percentages (assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) the Selected Underwriter has been selected pursuant to such request and (iii) agrees that (A) a pro rata waiver or termination of requirements would not be commercially reasonable and (B) that the proposed waiver or termination of requirements is as close to pro rata as would be commercially feasible. The provisions of this Section 4(a5(d) will no longer apply to a Holder once if (x) such Holder ceases to hold any Registrable SecuritiesShares or (y) such Holder beneficially owns less than 5% of the outstanding Common Shares or ceases to be a Management Holder, as applicable.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by Notwithstanding anything contained herein to the Company (a “Company Underwritten Offering”)contrary, if requested in writing by a managing underwriter, if any, of any Underwritten Offering, each holder of Registrable Securities (whether or not participating in any such Underwritten Offering) shall agree not to effect any public sale or distribution (including sales pursuant to Rule 144, but excluding, to the extent permitted by the underwriter managing underwriter for such the registered public offering, each Holder who Beneficially Owns five percent (5%sales effected to pay the exercise price of a stock option pursuant to any broker-assisted exercise or “cashless” exercise of such stock option) or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities securities, options or rights convertible into or exchangeable or exercisable for such securities, without prior written consent from enter into a transaction which would have the Companysame effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any economic consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such securities or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the seven (7) days prior to and period commencing on the 90-day period beginning on earlier of the date of pricing distribution of such Shelf Takedown (subject to extension a preliminary prospectus in connection with an Underwritten Offering or the “pricing” of such offering and continuing for not more than 180 days (in the case of the IPO) or not more than 90 days (in the case of any earnings release other underwritten public offering) after the date of the final prospectus (or other release prospectus supplement, in the case of material information pursuant to FINRA Rule 2711(fa Shelf Offering) to for the extent applicable) Underwritten Offering (the a “Lock-Up Period”); provided, that the Holders shall not be subject except as otherwise agreed to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with by the managing underwriter and the holders of a majority of the Investor Registrable Securities included in such Underwritten Offering and except for sales made as part of such Underwritten Offering, if any such person otherwise permitted. Notwithstanding the foregoing, no holder of Other Registrable Securities that is not an officer or director of the Company shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period in connection with an underwritten block Shelf Offering unless such holder of Other Registrable Securities was provided notice one day prior to such Underwritten Offering and provided the opportunity to participate therein (whether or receives a waiver of its lock-up period from not such holder elects to participate in such underwritten block trade). In the event that (a) the Company issues an earnings release or an underwriter, then discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Lock-Up up Period or (B) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16 day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering hereunder to comply with FINRA Rule 2711(f)(4), if agreed to by the holders of a majority of the Investor Registrable Securities selling in such Underwritten Offering, the Lock-up Period shall be such shorter period, on such more advantageous terms and shall receive extended until 18 days after the benefit earnings release or disclosure of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company other material information or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner occurrence of the separately managed accountmaterial event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, none of the provisions or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a)3(a) shall in any way limit Parthenon Capital Partners or any of its affiliates from engaging in any brokerage, (ii) investment advisory, financial advisory, market-making, arbitrage and other similar activities conducted in the exercise, exchange or conversion ordinary course of their business. Each holder of Registrable Securities shall execute such agreements with the underwriter for any security exercisable or exchangeable for, or convertible into, New Common Stock, provided Underwritten Offering evidencing the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions agreements set forth in this Section 4(a), or 3(a) in a form agreed to by (iiiand executed by) any the holders of majority of the Investor Registrable Securities participating in such Underwritten Offering. Each Holder from continuing market-making or other trading activities as agrees that the Company may direct the Company’s transfer agent to enter a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of stop transfer order during any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters applicable to such effect andHolder, in including during any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable SecuritiesHoldback Extension.

Holders of Registrable Securities. In If required by the Board, each holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of any underwritten Public Offering in such form as agreed to by the holders of a majority of the Registrable Securities participating in such Public Offering; provided that the Dragoneer Investors and the Sponsor Investors and their respective Affiliates shall not be required to enter into lock-up agreements in connection with any Shelf Takedown or other underwritten public offering Public Offering in which they are not participating. In the absence of equity securities by the Company (a “Company Underwritten Offering”), if requested by the managing underwriter for any such offering, each Holder who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers and other than as set forth in the proviso above, each holder of equity securities Registrable Securities agrees that in connection with any Demand Registration, Shelf Offering or Piggyback Registration that is an underwritten Public Offering, such holder shall not (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any Capital Stock of the Company (except including Capital Stock of the Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the SEC) (collectively, “Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities, whether such transaction is to be settled by delivery of such Securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”), or (D) publicly disclose the intention to enter into any Sale Transaction, from the date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such underwritten Public Offering to the date that is 90 days following the date of the final prospectus for such Public Offering (the “Holdback Period”), The Company may impose stop-transfer instructions with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown any Securities or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Other Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii3(a) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between until the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable SecuritiesHoldback Period.

Holders of Registrable Securities. In connection with any Shelf Takedown or other an underwritten public offering of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, by the Company for its own account or on behalf of any Holder or Other Holders (a “Company Underwritten Offering”including pursuant to any Shelf Takedown), if requested by the managing underwriter for underwriters in connection with such underwritten offering, each no Holder who Beneficially Owns five percent (is a Management Holder or who beneficially owns 5%) % or more of the outstanding shares of New Common Stock and Shares shall effect any other Holder participating in such offering agrees sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, underwriters managing the underwritten public equity offering by the Company during the a period beginning up to seven (7) days prior to and the 90-day period beginning on ending up to 90 days from and including the date of pricing of such Shelf Takedown as reasonably requested by the underwriters managing the underwritten public equity offering (subject to extension in connection with any earnings release or other release of material information including pursuant to FINRA Rule 2711(fany Shelf Takedown) to (or 180 days in the extent applicablecase of the Initial Public Offering) (the “Lock-Up Period”); provided, provided that (A) the Holders foregoing shall not be subject apply to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more any Common Shares that are offered for sale as part of the outstanding shares of New Common Stock and any other Holders participating in underwritten public equity offering, (B) such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) such shorter period, on such more advantageous terms Lock-Up Period shall be subject to customary exceptions and shall receive not commence unless the benefit Company notifies the Holders in writing prior to the commencement of that waiverthe Lock-Up Period; provided, provided further, that nothing herein will shall prevent (i) any Holder that is a partnership, limited liability company partnership or corporation from making a distribution of Registrable Securities Shares to the partners, members partners or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, thereof or a transfer Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown underwritten public offering of equity securities shall be third third- party beneficiaries of this Section 4(a5(d). Any discretionary waiver or termination of the requirements of this Section 5(d) made by the managing underwriters in connection with an underwritten offering shall apply to each Holder subject to this Section 5(d) on a pro rata basis in accordance with the Proportionate Percentages (assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) the Selected Underwriter has been selected pursuant to such request and (iii) agrees that (A) a pro rata waiver or termination of requirements would not be commercially reasonable and (B) that the proposed waiver or termination of requirements is as close to pro rata as would be commercially feasible. The provisions of this Section 4(a5(d) will no longer apply to a Holder once if (x) such Holder ceases to hold any Registrable SecuritiesShares or (y) such Holder beneficially owns less than 5% of the outstanding Common Shares or ceases to be a Management Holder, as applicable.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”)Company, if requested by the managing underwriter for such offering, each no Holder who Beneficially Owns “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5%) or more of the outstanding shares of New Common Stock and shall effect any other Holder participating in such offering agrees public sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that except as part of the Holders shall not be subject to the provisions hereof Shelf Takedown, and (i) unless the Company’s directors, officers, Holders who Beneficially Owns five percent underwriters managing the Shelf Takedown or other underwritten public equity offering by the Company otherwise agree by written consent and (5%ii) or more of the outstanding shares of New Common Stock and any other Holders participating in only if such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from is applicable on substantially similar terms to the Company or an underwriter, then and the Lock-Up Period shall be such shorter period, on such more advantageous terms executive officers and shall receive directors of the benefit of that waiverCompany; provided, further, provided that nothing herein will prevent (i) any Holder that is a partnership, limited liability company partnership or corporation from making a distribution of Registrable Securities to the partners, members partners or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if requested by the managing underwriter for such offering, each Each Holder who Beneficially Owns “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5%) or more of the outstanding shares of New INSW Common Stock and or who is an Affiliate of the Company agrees with the Company that such Holder shall not effect any other Holder participating in such offering agrees public sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, securities during the seven (7) days prior to and the ninety (90-) day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release each Underwritten Offering or other release underwritten public offering of material information pursuant to FINRA Rule 2711(f) to equity securities of the extent applicable) Company (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) except as part of such Underwritten Offering or more other underwritten public offering of equity securities of the outstanding shares Company unless (i) the Company otherwise agrees by written consent, (ii) the underwriters managing such Underwritten Offering or other underwritten public offering of New Common Stock equity securities of the Company otherwise agree by written consent and any other Holders participating in (iii) such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from is applicable on substantially similar terms to the Company or an underwriter, then and the Lock-Up Period shall be executive officers and directors of the Company; provided that notwithstanding the foregoing any such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company partnership or corporation from making a distribution may make distributions of Registrable Securities to the partners, members partners or stockholders thereof, the transfer by a Holder thereof or transfers of Registrable Securities to Affiliates that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is are otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a‎4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon . Each such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees with the Company to execute a lock-up agreement in favor of the Company’s underwriters managing such Underwritten Offering or other underwritten public offering of equity securities of the Company to such effect and, in any event, and that the Company’s such underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a‎4(a). The provisions of this Section 4(a‎4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection with any Shelf Takedown or other an underwritten public offering of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, by the Company for its own account or on behalf of any Holder or Other Holders (a “Company Underwritten Offering”including pursuant to any Shelf Takedown), if requested by the managing underwriter for underwriters in connection with such underwritten offering, each no Holder who Beneficially Owns five percent (is a Management Holder or who beneficially owns 5%) % or more of the outstanding shares of New Common Stock and Shares shall effect any other Holder participating in such offering agrees sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, underwriters managing the underwritten public equity offering by the Company during the a period beginning up to seven (7) days prior to and the 90-day period beginning on ending up to 90 days from and including the date of pricing of such Shelf Takedown as reasonably requested by the underwriters managing the underwritten public equity offering (subject to extension in connection with any earnings release or other release of material information including pursuant to FINRA Rule 2711(fany Shelf Takedown) to (or 180 days in the extent applicablecase of the Initial Public Offering) (the “Lock-Up Period”); provided, provided that (A) the Holders foregoing shall not be subject apply to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more any Common Shares that are offered for sale as part of the outstanding shares of New Common Stock and any other Holders participating in underwritten public equity offering, (B) such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) such shorter period, on such more advantageous terms Lock-Up Period shall be subject to customary exceptions and shall receive not commence unless the benefit Company notifies the Holders in writing prior to the commencement of that waiverthe Lock-Up Period; provided, provided further, that nothing herein will shall prevent (i) any Holder that is a partnership, limited liability company partnership or corporation from making a distribution of Registrable Securities Shares to the partners, members partners or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, thereof or a transfer Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown underwritten public offering of equity securities shall be third party beneficiaries of this Section 4(a5(d). Any discretionary waiver or termination of the requirements of this Section 5(d) made by the managing underwriters in connection with an underwritten offering shall apply to each Holder subject to this Section 5(d) on a pro rata basis in accordance with the Proportionate Percentages (assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) the Selected Underwriter has been selected pursuant to such request and (iii) agrees that (A) a pro rata waiver or termination of requirements would not be commercially reasonable and (B) that the proposed waiver or termination of requirements is as close to pro rata as would be commercially feasible. The provisions of this Section 4(a5(d) will no longer apply to a Holder once if (x) such Holder ceases to hold any Registrable SecuritiesShares or (y) such Holder beneficially owns less than 5% of the outstanding Common Shares or ceases to be a Management Holder, as applicable.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if requested by the managing underwriter for such offering, each Each Holder who Beneficially Owns “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5%) or more of the outstanding shares of New INSW Common Stock and or who is an Affiliate of the Company agrees with the Company that such Holder shall not effect any other Holder participating in such offering agrees public sale or distribution (including sales pursuant to enter into a lock-up agreement containing customary restrictions on transfers Rule 144) of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, securities during the seven (7) days prior to and the ninety (90-) day period beginning on the date of pricing of such Shelf Takedown (subject to extension in connection with any earnings release each Underwritten Offering or other release underwritten public offering of material information pursuant to FINRA Rule 2711(f) to equity securities of the extent applicable) Company (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) except as part of such Underwritten Offering or more other underwritten public offering of equity securities of the outstanding shares Company unless (i) the Company otherwise agrees by written consent, (ii) the underwriters managing such Underwritten Offering or other underwritten public offering of New Common Stock equity securities of the Company otherwise agree by written consent and any other Holders participating in (iii) such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from is applicable on substantially similar terms to the Company or an underwriter, then and the Lock-Up Period shall be executive officers and directors of the Company; provided that notwithstanding the foregoing any such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company partnership or corporation from making a distribution may make distributions of Registrable Securities to the partners, members partners or stockholders thereof, the transfer by a Holder thereof or transfers of Registrable Securities to Affiliates that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is are otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon . Each such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees with the Company to execute a lock-up agreement in favor of the Company’s underwriters managing such Underwritten Offering or other underwritten public offering of equity securities of the Company to such effect and, in any event, and that the Company’s such underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Public Offering”), if requested by the managing underwriter for such offering, each Holder who Beneficially Owns five percent (5%) or more holder of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to Registrable Securities shall enter into a lock-up agreement containing customary restrictions on transfers agreements with the managing underwriter(s) that provide for the following unless the underwriters managing such underwritten Public Offering otherwise agree in writing: such holder shall not (A) offer, sell, contract to sell, pledge or otherwise dispose of equity securities (including sales pursuant to Rule 144), directly or indirectly, any Capital Stock of the Company Issuer (except with respect to such securities as are proposed including Capital Stock of the Issuer that may be deemed to be offered pursuant to owned beneficially by such holder in accordance with the Shelf Takedown or underwritten public equity offering)rules and regulations of the Commission) (collectively, “Securities”) or any securities securities, options or rights convertible into or exchangeable or exercisable for Securities (collectively, “Other Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities, whether such securitiestransaction is to be settled by delivery of such Securities, without prior written consent from in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) or (D) publicly disclose the Companyintention to enter into any Sale Transaction, during commencing on the seven earlier of the date on which the Issuer gives notice to the holders of Registrable Securities of the circulation of a preliminary or final prospectus (7or prospectus supplement) for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days prior to and the 90-day period beginning on following the date of pricing of the xxxxx prospectus for such Shelf Takedown Public Offering (subject such period, or such shorter period as agreed to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to by the extent applicable) (the managing underwriter(s), a “Lock-Up Holdback Period”); provided, that in each case with such modifications and exceptions as may be approved by the Holders shall not be subject to Issuer and the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more holders of a majority of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up periodRegistrable Securities. In addition, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested request by the managing underwriterunderwriter(s), each Holder agrees to execute a lock-up agreement in favor of holder shall enter into customary holdback agreements consistent with the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesterms herein.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by of the Company (a “Company Underwritten Offering”including pursuant to any Shelf Takedown), if requested by the managing underwriter for such offering, each no Holder who Beneficially Owns five beneficially owns two percent (52%) or more of the outstanding shares of New Common Stock Stock, and any other no Holder participating who is selling in such offering agrees underwritten public offering, whether beneficially owning two percent (2%) or less of the outstanding shares of New Common Stock, shall sell, offer, pledge, contract to enter into a lock-up agreement containing customary restrictions on transfers of sell (including any short sale), grant any option to purchase, transfer or otherwise dispose of, including any sale pursuant to Rule 144, equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities or enter into any hedging transaction relating to any such securities, without the prior written consent from of the Company, during the seven (7) days prior to and the 9075-day period beginning on the date of pricing of such Shelf Takedown underwritten public equity offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the each, a “Lock-Up Period”); provided, that except as part of the Holders shall not underwritten public equity offering, and (A) unless the underwriters managing such underwritten public equity offering otherwise agree by written consent and (A) only if such Lock Up Period (or a longer period) is applicable on substantially similar terms to the Company and the Company uses its commercially reasonable efforts to cause each of its executive officers and directors to be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent such Lock Up Period (5%or a longer period) or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing on substantially similar terms with the managing underwriter and if any such person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiverterms; provided, further, that nothing herein will prevent (i) any Holder from making a gift of Registrable Securities or prevent any Holder that is a partnership, limited liability company partnership or corporation from making a distribution of Registrable Securities to the partners, members partners or stockholders thereof, the transfer by a thereof or prevent any Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or from making a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as in each case such donees, distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a)Error! Reference source not found., such transfer shall not involve a disposition for value and either (iix) no filing by any party (donor, donee, transferor or transferee) under the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion Exchange Act shall be subject to required or shall be voluntarily made in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period) or (y) if a filing is required or is voluntarily made, such filing discloses that such transfer did not involve a disposition for value and such donees, distributees or transferees will be bound by the restrictions set forth in this Section 4(a)Error! Reference source not found.. The term “hedging transaction” means any short sale (whether or not against the box) or any purchase, sale or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end grant of any Lockright (including, without limitation, any put or call option) with respect to any security that includes, relates to or derives any significant part of its value from the New Common Stock (other than a broad-Up Period and the pricing date of any subsequent Company Underwritten Offeringbased market basket or index). If requested by the managing underwriter, each Each Holder agrees to execute a customary lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown underwritten public offering of equity securities shall be third party beneficiaries of this Section 4(a). Error! Reference source not found.. The provisions of this Section 4(a) Error! Reference source not found. will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. Notwithstanding anything to the contrary set forth in this Agreement or any certificate, document, instrument or writing delivered in connection therewith, none of the provisions of this Agreement or any certificate, document, instrument or writing delivered in connection therewith shall in any way limit any Holder or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business.

Holders of Registrable Securities. In connection with any Shelf Takedown or other underwritten public offering of equity securities by of the Company (a an “Company Underwritten Offering”)) as to which the Holder is included as a selling holder, if requested by the managing underwriter Underwriter for such offeringUnderwritten Offering, each the Holder who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to enter into a lock-up agreement, in addition to any other lock-up agreement then in effect with respect to Registrable Securities, containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offeringUnderwritten Offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the for a period not greater than seven (7) days prior to and the ninety (90-day period beginning on ) days after the date of pricing of such Shelf Takedown Underwritten Offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders Holder shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) or more of the outstanding shares of New Common Stock and any other Holders Persons participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter Underwriter and if any such person Person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriterUnderwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) any Holder the Holder, to the extent that it is a partnership, limited liability company or corporation corporation, from making a distribution of Registrable Securities to the partners, members or stockholders thereof, the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a)2.4, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock; provided, provided that the New Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a)2.4. The provisions of this Section 4(a) 2.4 will no longer apply to a the Holder once such Holder Person ceases to hold Registrable Securities.

Holders of Registrable Securities. In Subject to the last sentence of this Section 6(a), in connection with any Shelf Takedown or other underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”including pursuant to any Shelf Takedown), if requested by the managing underwriter for such offering, each no Holder who Beneficially Owns beneficially owns five percent (5%) or more of the outstanding shares of New Common Stock (on a fully diluted basis assuming the conversion of all New Preferred Stock and the exercise of all Warrants) shall effect any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers public sale or distribution of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering)Company, or any securities convertible into or exchangeable or exercisable for such securities, without the prior written consent from of the Company, (i) in the case of an Initial Public Offering, during the seven days prior to and the 180-day period beginning on the date of the pricing of the Initial Public Offering or (7ii) during the seven days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown any other underwritten public equity offering (subject to extension in connection with any earnings release or other release of material information including pursuant to FINRA Rule 2711(f) to the extent applicableany Shelf Takedown) (the each, a “Lock-Up Period”), except as part of the underwritten public equity offering, and (A) unless the underwriters managing such underwritten public equity offering by the Company otherwise agree by written consent and (B) only if such Lock Up Period (or a longer period) is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided, however, that if (1) during the Holders shall not be subject to last 17 days of a Lock-Up Period, the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Owns five percent (5%) Company releases earnings results or more of the outstanding shares of New Common Stock and any other Holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter and if any such person shall be subject to material news or a shorter lock-up period, receives more advantageous terms material event relating to the Company occurs or (2) prior to the expiration of a Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of a Lock-Up Period, then in each case such Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or receives a waiver the occurrence of its lock-up period from the Company material news or an underwritermaterial event, then as applicable, unless the Lock-Up Period shall be managing underwriter(s) waives, in writing, such shorter period, on such more advantageous terms and shall receive the benefit of that waiverextension; provided, further, that nothing herein will prevent (i) any Holder from making a gift of Registrable Securities or prevent any Holder that is a partnership, limited liability company partnership or corporation from making a distribution of Registrable Securities to the partners, members partners or stockholders thereof, the transfer by a thereof or prevent any Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or from making a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as in each case such donees, distributees or transferees agree to be bound by the restrictions set forth in this Section 4(a)6, such transfer shall not involve a disposition for value and either (iix) no filing by any party (donor, donee, transferor or transferee) under the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the New Common Stock issued upon such exercise or conversion Exchange Act shall be subject to required or shall be voluntarily made in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period) or (y) if a filing is required or is voluntarily made, such filing discloses that such transfer did not involve a disposition for value and such donees, distributees or transferees will be bound by the restrictions set forth in this Section 4(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least thirty (30) days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering6. If requested by the managing underwriter, each Each Holder agrees to execute a customary lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown underwritten public offering of equity securities shall be third party beneficiaries of this Section 4(a)6. The provisions of this Section 4(a) 6 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. The provisions of this Section 6(a) will not apply in connection with any underwritten public offering of equity securities by the Company (including pursuant to any Shelf Takedown) within nine months of the date hereof in which the total offering price of the firm shares to be sold in such offering (excluding piggyback shares and before deduction of underwriting discounts) is not reasonably expected to exceed, in the aggregate, $75 million.