Common use of Holdback Agreement Clause in Contracts

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriter(s) managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period. If any registration pursuant to Section 3 shall be in connection with any underwritten offering, the Company will not effect any public sale or distribution of any Equity Securities (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Sale.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company’s 's securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriter(s) underwriters managing any underwritten offering of the Company’s securities, 's securities not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as any such transferee agrees to be so bound. Notwithstanding the foregoing, such agreement shall not apply to distributions-in-kind to a Holder’s partners or members. If any registration pursuant to Section 3 2 of this Agreement shall be in connection with any underwritten public offering, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (iA) on Form X-0S‑4, Xxxx X-0 Form S‑8 or any successor forms promulgated for similar purposes thereto or (iiB) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Sale.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Section 2 hereof, and in which offering such Holder has an opportunity to participate subject to the priority set forth in Section 2(b) (whether or not such Holder is participating in such registration) offering), upon the request of the Company and the underwriter(s) underwriters managing any such underwritten offering of the Company’s securitiesoffering, not to effect (other than pursuant to such registrationoffering) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Company, in each case without the prior written consent of the Company or such underwriters, as the case may beunderwriters and subject to customary exceptions (including for Charitable Gifting Events), during the Holdback Period. If ; provided that nothing herein will prevent (i) any registration pursuant Holder that is a partnership or corporation from making a transfer to Section 3 shall be an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder in connection with any underwritten offering, a Permitted Loan (as defined in the Company will not effect any public sale or distribution of any Equity Securities (other than a registration statement (iInvestment Agreement) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (iiiii) filed any foreclosure in connection with any employee benefit a Permitted Loan (as defined in the Investment Agreement) or dividend reinvestment plan) for its own accounttransfer in lieu of a foreclosure thereunder, during the Holdback Periodin each case that is otherwise in compliance with applicable securities laws. Notwithstanding anything the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the contrary set forth in this Section 10(b)other Holders as well, in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be pro rata based upon the number of shares subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Saleobligations.

Holdback Agreement. In consideration for By electing to include Registrable Shares in a Company registration statement pursuant to Section 2.2, the Company agreeing Holder shall be deemed to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriter(s) managing any underwritten offering of the Company’s securities, have agreed not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company of the same or similar class or classes of the securities included in the Company registration statement or any securities convertible into or exchangeable or exercisable for any equity securities such securities, including a sale pursuant to Rule 144, during such periods as reasonably requested (but in no event for a period longer than 90 days following the effective date of such Company registration statement, provided each of the executive officers and directors of the Company without the prior written consent that hold shares of Common Stock of the Company or such securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are subject to the same restriction for the entire time period required of the Holders hereunder) by the representatives of the underwriters, as the case may be, during the Holdback Period. If any registration pursuant to Section 3 shall be in connection with any if an underwritten offering, offering by the Company (a “Company Underwritten Offering”). The provisions of this Section 2.3 will not effect any public sale or distribution no longer apply to a Holder once such Holder ceases to hold at least 1% of any Equity the Registrable Securities (other than acquired as a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed result of the transactions contemplated in connection with any employee benefit or dividend reinvestment plan) for its own account, during the Holdback PeriodPurchase Agreement. Notwithstanding anything to the contrary set forth in this Section 10(b2.3, (i) each Holder may sell or transfer any Registrable Securities to any Affiliate of such Holder, so long as such Affiliate agrees to be and remains bound hereby, (ii) each Holder may enter into a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge shall also be permitted), in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (Biii) such Holdback Period any hedging transaction with respect to an index or basket of securities where the equity securities of the Company constitute a de minimis amount shall not exceed sixty calendar days in connection with any Block Salebe prohibited pursuant to this Section 2.3.

Holdback Agreement. In consideration for (a) Whenever the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriter(s) managing any underwritten offering of the Company’s securities, not proposes to effect a Registration of any of its equity securities under the 1933 Act for its own account (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period. If any registration pursuant to Section 3 shall be in connection with any underwritten offering, the Company will not effect any public sale or distribution of any Equity Securities (other than a registration statement (i) on Form X-0, Xxxx X-0, X-0 or any similar successor forms promulgated form or another form used for a purpose similar purposes or (ii) filed in connection with any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth intended use of such forms) in this an underwritten offering or is required to use commercially reasonable efforts to effect the registration of any Registrable Shares under the 1933 Act pursuant to a request by or on behalf of a Demand Holder pursuant to Section 10(b), 6.2 in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject including in connection with an IPO pursuant to a lock-up agreement, other thanSection 6.1), if requested by the managing underwriter for underwriters of such offering, each Holder of Registrable Shares hereby agrees, or does agree by acquisition of its Registrable Shares (and the Company further agrees to use reasonable best efforts to cause each of the Directors and executive Officers of the Company), not to effect any sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, or to request registration under Section 6.2 of any Registrable Shares during the Lock-up Period, except as part of such Registration; provided that exceptions shall exist for, following an IPO, small non-employee Holders in accordance with customary underwriting practices. If requested by such managing underwriter, each Holder of Registrable Shares agrees to execute a Holder that is participating holdback agreement in such Block Sale customary form, consistent with the terms of this Section 6.10(a) and, in any case, on terms no less favorable to the Holders than the holdback agreements executed by the Company’s directors and executive Officers. No Holder’s obligations pursuant to a holdback agreement (Bother than small non-employee Holders in accordance with customary underwriting practices) such Holdback Period shall not exceed sixty calendar days in connection with any Block Salebe released or waived unless comparable waivers or releases are granted to the other Holders.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 hereof, as applicable, and in which offering such Holder has an opportunity to participate subject to the priority set forth in Section 2(b), Section 3(b) or Section 3(f)(ii) as applicable (whether or not such Holder is participating in such registration) offering), upon the request of the Company and the underwriter(s) underwriters managing any such underwritten offering of the Company’s securitiesoffering, not to effect (other than pursuant to such registrationoffering) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Company, in each case without the prior written consent of the Company or such underwriters, as the case may beunderwriters and subject to customary exceptions (including for Charitable Gifting Events), during the Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any foreclosure in connection with a Permitted Loan (as defined in the Investment Agreement) or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Sale.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Article 1 or 2 hereof, as applicable (whether or not such Holder is participating in such registrationoffering) upon the request of the Company and the underwriter(s) underwriters managing any such underwritten offering of the Company’s securitiesoffering, not to effect (other than pursuant to such registrationoffering) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Company, in each case without the prior written consent of the Company or such underwriters, as the case may beunderwriters and subject to customary exceptions, during the Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder or (iii) any foreclosure or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 Article 2 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than (i) a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or thereto, (ii) a registration statement filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment planplan or (iii) sales pursuant to an at-the-market or similar open market sales program whereby the Company sells securities into an existing trading market from time to time at other than a fixed price) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Sale.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Article 1 or 2 hereof, as applicable (whether or not such Holder is participating in such registrationoffering) upon the request of the Company and the underwriter(s) underwriters managing any such underwritten offering of the Company’s securitiesoffering, not to effect (other than pursuant to such registrationoffering) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Company, in each case without the prior written consent of the Company or such underwriters, as the case may beunderwriters and subject to customary exceptions, during the Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder or (iii) any foreclosure or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 Article 2 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than (i) a registration statement (i) on Form X-0S-4, Xxxx X-0 Form S-8 or any successor forms promulgated for similar purposes or thereto, (ii) a registration statement filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment planplan or (iii) sales pursuant to an at-the-market or similar open market sales program whereby the Company sells securities into an existing trading market from time to time at other than a fixed price) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Sale.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, the Investor and each Holder agrees severally agree in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) Common Shares upon the request of the Company and the underwriter(s) underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company Securities or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Registrable Securities without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period; provided that nothing herein will prevent any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws. In addition, upon request by the managing underwriter(s), each Holder shall enter into customary holdback agreements on terms consistent with the terms herein. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) other than a registration statement (i) on Form X-0S4, Xxxx X-0 Form S8 or any successor forms promulgated for similar purposes thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b)In addition, in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested upon request by the managing underwriter for such offeringunderwriter(s), a Holder that is participating in such Block Sale and (B) such Holdback Period the Company shall not exceed sixty calendar days in connection enter into customary holdback agreements on terms consistent with any Block Salethe terms herein.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriter(s) managing any underwritten offering Underwritten Offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an underwritten offering Underwritten Offering that is a Block Saleblock sale, (A) no Holder (other than Holders that are directors or executive officers of the Company) shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Saleblock sale.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriter(s) managing any underwritten offering Underwritten Offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0S-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an underwritten offering Underwritten Offering that is a Block Saleblock sale, (A) no Holder (other than Holders that are directors or executive officers of the Company) shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Saleblock sale.

Holdback Agreement. In consideration for (a) If the Company agreeing to its obligations at any time shall register shares of Common Stock under this Agreement, each Holder agrees the Securities Act in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriter(s) managing any an underwritten offering of the Company’s securities, not to effect (other than pursuant to such any other registration) any public sale or distribution of Registrable Securities, includingthe Holders shall not, but not limited toif requested by the managing underwriter, any sale pursuant to Rule 144sell, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, of for value any Common Stock or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities Securities convertible into or exercisable or exchangeable or exercisable for Common Stock (other than (i) sales by a Holder as part of such registration, (ii) Transfers by a Holder to any equity securities of its Affiliates, (iii) Transfers by a Holder to the Company pursuant to Section 6.4 of the Company Warrant Agreement, (iv) Transfers by a Holder to any successor corporation or other successor business entity of such Holder as a result of a merger or consolidation with, or sale of all or substantially all of the assets of, such Holder, (v) Transfers by the Investor to any of its partners in connection with the liquidation or dissolution of the Investor, or (vi) Transfers by a Holder to any Person (other than as a part of a public offering) if such Holder concurrently Transfers all or any part of its interest in any Note (as defined in either Note Purchase Agreement) to such Person) without the prior written consent of the Company or such for a period as shall be determined by the managing underwriters, as the case may be, during the Holdback Period. If any registration pursuant to Section 3 shall be in connection with any underwritten offering, the Company will which period cannot effect any public sale or distribution of any Equity Securities (other begin more than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything seven days prior to the contrary set forth in this Section 10(b), in connection with an underwritten offering effectiveness of such Registration Statement and cannot last more than 180 days after the effective date of such Registration Statement (provided that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested bound by the managing underwriter restrictions contained in this Section 2.4(a) unless all officers and directors of the Company and members of the Spell Group who hold any Common Stock or Securities convertible into or exercisable or exchangeable for Common Stock shall have agreed to comparable restrictions in respect of such offering, a Holder that is participating in such Block Sale and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Saleregistration).

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, the Investor and each Holder agrees severally agree in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) Common Shares upon the request of the Company and the underwriter(s) underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company Securities or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Registrable Securities without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period; provided that nothing herein will prevent any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws. In addition, upon request by the managing underwriter(s), each Holder shall enter into customary holdback agreements on terms consistent with the terms herein. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) other than a registration statement (i) on Form X-0S 4, Xxxx X-0 Form S 8 or any successor forms promulgated for similar purposes thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b)In addition, in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested upon request by the managing underwriter for such offeringunderwriter(s), a Holder that is participating in such Block Sale and (B) such Holdback Period the Company shall not exceed sixty calendar days in connection enter into customary holdback agreements on terms consistent with any Block Salethe terms herein.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 hereof, as applicable, and in which offering such Holder has an opportunity to participate subject to the priority set forth in Section 2(b), Section 3(b) or Section 3(f)(ii) as applicable (whether or not such Holder is participating in such registration) offering), upon the request of the Company and the underwriter(s) underwriters managing any such underwritten offering of the Company’s securitiesoffering, not to effect (other than pursuant to such registrationoffering) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Company, in each case without the prior written consent of the Company or such underwriters, as the case may beunderwriters and subject to customary exceptions (including for Charitable Gifting Events), during the Holdback Period; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any foreclosure in connection with a Permitted Loan (as defined in the Investment Agreement) or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0S‑4, Xxxx X-0 Form S‑8 or any successor forms promulgated for similar purposes thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Sale.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriter(s) underwriters managing any underwritten offering of the Company’s securities, securities not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as any such transferee agrees to be so bound. Notwithstanding the foregoing, such agreement shall not apply to distributions-in-kind to a Holder’s partners or members. If any registration pursuant to Section 3 2 of this Agreement shall be in connection with any underwritten public offering, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (iA) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes thereto or (iiB) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Sale.

Holdback Agreement. In consideration for the Company agreeing case of any underwritten offering of Registrable Securities pursuant to its obligations Section 3, including under this Agreementany Shelf Registration Statement, each Holder agrees in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriter(s) managing any underwritten offering each of the Company’s securitiesFounders agrees, if and to the extent requested in writing by the managing underwriter or underwriters administering such offering, as promptly as reasonably practicable prior to the commencement of the 15-day period referred to below, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale (other than sales pursuant to Rule 144the same Registration Statement, as permitted under this Agreement, or make any short sale of, loan, grant any option for the purchase ofCurrent Registration Statement, or otherwise dispose of, any registration on Form S-8 or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company S-4 (or any successor or substantially similar form or a registration statement filed in connection with an exchange offer or offering or securities convertible into solely to the Company's existing securityholders) or exchangeable or exercisable for a Rescission Offer Registration), of any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period. If any registration pursuant period beginning 15 days prior to Section 3 shall be in connection with any the closing date of each underwritten offering of Registrable Securities and during the period ending on the earlier of (i) 90 days after such closing date (provided, that if such underwritten offering is an initial public offering, the period referred to in this clause (i) shall be 180 days after such closing date) and (ii) the date such sale or distribution is permitted by such managing underwriter or underwriters. Any agreement entered into after the date of this Agreement pursuant to which the Company will issues or agrees to issue any privately placed securities similar to any issue of the Registrable Securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any Equity Securities (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with any employee benefit or dividend reinvestment plan) for its own account, such securities during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Saleperiod.

Holdback Agreement. In consideration for By electing to include Registrable Shares in a Company registration statement pursuant to Section 2.2, the Company agreeing Holder shall be deemed to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriter(s) managing any underwritten offering of the Company’s securities, have agreed not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company of the same or similar class or classes of the securities included in the Company registration statement or any securities convertible into or exchangeable or exercisable for any equity securities such securities, including a sale pursuant to Rule 144, during such periods as reasonably requested (but in no event for a period longer than 90 days following the effective date of such Company registration statement, provided each of the executive officers and directors of the Company without the prior written consent that hold shares of Common Stock of the Company or such securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are subject to the same restriction for the entire time period required of the Holders hereunder) by the representatives of the underwriters, as the case may be, during the Holdback Period. If any registration pursuant to Section 3 shall be in connection with any if an underwritten offering, offering by the Company (a “Company Underwritten Offering”). The provisions of this Section 2.3 will not effect any public sale no longer apply to a Holder once such Holder ceases to hold at least 1% of the Registrable Securities acquired as a result of the transactions contemplated in the Purchase Agreement and or distribution of any Equity Securities (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with any employee benefit or dividend reinvestment plan) for its own account, during the Holdback PeriodLetter Agreement. Notwithstanding anything to the contrary set forth in this Section 10(b2.3, (i) each Holder may sell or transfer any Registrable Securities to any Affiliate of such Holder, so long as such Affiliate agrees to be and remains bound hereby, (ii) each Holder may enter into a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge shall also be permitted), in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (Biii) such Holdback Period any hedging transaction with respect to an index or basket of securities where the equity securities of the Company constitute a de minimis amount shall not exceed sixty calendar days in connection with any Block Salebe prohibited pursuant to this Section 2.3.