Common use of Holdback Clause in Contracts

Holdback. In the event of an underwritten offering (other than a block trade) of equity securities of the Corporation (whether for the account of the Corporation, the Trust or otherwise), at the request of the lead or managing underwriter(s), (a) each of the Trust and the Corporation agrees to enter into a customary “lockup” agreement for such offering in a form reasonably satisfactory to the Corporation and the Trust prohibiting any offer, sale, contract to sell or other disposition of Common Stock, including any sale pursuant to Rule 144, during the period (or such lesser period as the lead or managing underwriter(s) may determine) commencing seven days prior to the effective date of the registration statement for such underwritten offering (or, in the case of an offering pursuant to an effective shelf registration statement pursuant to Rule 415, seven days prior to the commencement date for such underwritten offering) and ending no later than the 90th day after such effective date (or commencement date) and (b) the Corporation agrees to cause the executive officers and directors of the Corporation so requested by the lead or managing underwriter(s), and any Other Stockholders (other than those who “beneficially own” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) (x) less than 4.75% of the outstanding shares of Common Stock and (y) together with all other Other Stockholders so excluded, less than 7.5% of the outstanding shares of Common Stock), to enter into customary “lockup” agreements for such offering in a form satisfactory to the Corporation; provided that, with respect to the Corporation, such restrictions shall not apply to any offer, sale, contract to sell or other disposition of Common Stock by the Corporation pursuant to any “at the market offering” (as such term is defined under Rule 415 of the Securities Act) and shall be subject to other customary exclusions as permitted by the lead or managing underwriter(s); provided, further, (i) that the “lockup” period shall be substantially similar for the Trust and all Other Stockholders who are participating in such offering; (ii) the foregoing restrictions shall be applicable to the Trust only to the extent they are applicable on substantially similar or more restrictive terms to all directors and executive officers of the Corporation requested by the lead or managing underwriter(s) to be subject to the “lockup” and (iii) if the lockup restrictions applicable to any director or executive officer of the Corporation, or the restrictions applicable to any Other Stockholder participating in such offering, are less restrictive (due to a waiver, release of obligation or otherwise) than the foregoing restrictions applicable to the Trust, then such less restrictive provisions shall apply to the Trust in connection with such underwritten offering. Notwithstanding the foregoing, under any “lockup” agreement under this Section 2.03, the Trust shall be permitted (A) to pledge Registrable Securities for a bona fide loan or other extension of credit, including any subsequent transfer of such Registrable Securities to such lender or collateral agent or other transferee in connection with the exercise of remedies under such loan or extension of credit, subject to such lender or collateral agent or other transferee agreeing not to sell or transfer such Registrable Securities for the remainder of the lockup period thereunder and (B) to transfer Registrable Securities to Subsidiary so long as such Subsidiary complies with the requirements set forth in Section 2.09.

Holdback. In At the event of Closing, an underwritten offering amount equal to $7,000,000 (other than a block trade) of equity securities of the Corporation (whether for the account of the Corporation, the Trust or otherwise), at the request of the lead or managing underwriter(s), (a) each of the Trust “Holdback Amount”; and the Corporation agrees to enter into a customary “lockup” agreement for such offering in a form reasonably satisfactory to the Corporation and the Trust prohibiting any offer, sale, contract to sell or other disposition of Common Stock, including any sale pursuant to Rule 144, during the period (or such lesser period as the lead or managing underwriter(s) may determine) commencing seven days prior to the effective date of the registration statement for such underwritten offering (or, in the case of an offering pursuant to an effective shelf registration statement pursuant to Rule 415, seven days prior to the commencement date for such underwritten offering) and ending no later than the 90th day after such effective date (or commencement date) and (b) the Corporation agrees to cause the executive officers and directors of the Corporation so requested by the lead or managing underwriter(s), and any Other Stockholders (other than those who “beneficially own” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) (x) less than 4.75% of the outstanding shares of Common Stock and (y) together with all other Other Stockholders so excludedearnings thereon, less than 7.5% the “Holdback Funds”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the outstanding shares of Common Stock), to enter into customary “lockup” agreements for such offering in a form satisfactory to the Corporation; provided that, with respect to the Corporation, such restrictions shall not apply Seller under this Agreement. Subject to any offer, sale, contract to sell payments owed in accordance with ‎Section 1.2 of this Agreement or other disposition claims made in accordance with Section ‎10 of Common Stock by the Corporation pursuant to any “at the market offering” (as such term is defined under Rule 415 of the Securities Act) and shall be subject to other customary exclusions as permitted by the lead or managing underwriter(s); provided, furtherthis Agreement, (i) that the “lockup” period Initial Holdback Funds Release Amount, if any, shall be substantially similar for released (by delivery of joint written instructions by Seller and Buyer to the Trust and all Other Stockholders who are participating Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in such offering; connection thereto have been made, (ii) the foregoing restrictions remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be applicable released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Trust only to Seller on the extent they are applicable on substantially similar or more restrictive terms to all directors and executive officers second Business Day following the first (1st) anniversary of the Corporation requested by the lead or managing underwriter(s) to be subject to Closing Date (the “lockup” Holdback Termination Date”) and (iii) if the lockup restrictions applicable to any director or executive officer balance of the Corporation, or Holdback Funds subject to pending claims on the restrictions applicable Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any Other Stockholder participating in such offering, are less restrictive (due to a waiver, release of obligation or otherwise) than the foregoing restrictions applicable post-Closing adjustment to the Trust, then such less restrictive provisions shall apply Estimated Closing Date Consideration pursuant to the Trust Section 1.2(f) and in connection with such underwritten offering. Notwithstanding the foregoing, under any “lockup” agreement under this Section 2.03, the Trust shall be permitted (A) to pledge Registrable Securities for a bona fide loan or other extension respect of credit, including any subsequent transfer of such Registrable Securities to such lender or collateral agent or other transferee in connection with the exercise of remedies under such loan or extension of credit, subject to such lender or collateral agent or other transferee agreeing not to sell or transfer such Registrable Securities for the remainder of the lockup period thereunder and (B) to transfer Registrable Securities to Subsidiary so long as such Subsidiary complies with the requirements Seller’s indemnification obligations set forth in Section 2.0910.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treated.

Holdback. In the event of connection with a Requested Underwritten Offering or an underwritten offering (other than a block trade) of equity securities of the Corporation (whether for the account of the CorporationUnderwritten Piggyback Offering, the Trust or otherwise), at upon the request of the lead Demand Holders participating therein or the managing underwriter(s)underwriters of such offering, each holder of Registrable Securities shall, (a) each of the Trust and the Corporation agrees to enter into a customary “lockuplock-up” agreement for such relating to the sale, offering or distribution of Registrable Securities, in a the form reasonably satisfactory requested by the managing underwriters of such Public Offering and (ii) subject to customary exceptions, not sell, transfer, make any short sale of, grant any option for the Corporation and purchase of or enter into any hedging or similar transaction with the Trust prohibiting any offer, sale, contract to sell or other disposition of Common Stock, same economic effect as a sale (including any sale sales pursuant to Rule 144) (a “Sale Transaction”) in each case during, during in the case of an initial public offering, the 180-day period (or such lesser period as the lead or managing underwriter(s) may determine) commencing seven days prior to beginning on the effective date of the such registration statement for such underwritten offering (or, in the case of an offering pursuant to an effective shelf registration statement pursuant to Rule 415, seven days prior to the commencement date for any other such underwritten offering) and ending no later than , the 90th 60-day after period beginning on the date of pricing of such effective date offering (each, a “Holdback Period”), except as part of such offering or commencement date) and (b) the Corporation agrees pursuant to cause the executive officers and directors of the Corporation so requested such exceptions as may be agreed by the lead or Demand Holders participating therein and the managing underwriter(s)underwriters of such offering; provided, and any Other Stockholders (other than those who “beneficially own” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) however, that (x) less such Holdback Period shall be no longer than 4.75% of the outstanding shares of Common Stock that which is applicable to any other Holder and (y) together any agreement with all other Other Stockholders so excluded, less than 7.5% of the outstanding shares of Common Stock), to enter into customary “lockup” agreements for such offering in a form satisfactory to the Corporation; provided that, underwriter(s) with respect to a Holdback Period shall provide that the Corporationunderwriter(s) may not waive the Holdback Period for any other Holder unless it is waived for all Holders. Notwithstanding the foregoing, such none of the provisions or restrictions set forth in this Section 8 shall in any way limit Xxxxxxx Xxxxx & Co. LLC 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. Notwithstanding anything to the contrary set forth in this Agreement, the restrictions contained in this Agreement shall not apply to any offer, sale, contract to sell Registrable Securities acquired by Xxxxxxx Sachs & Co. LLC or any of its Affiliates following the effective date of the first registration statement of the Company covering Class A Common Stock (or other disposition of Common Stock by the Corporation pursuant to any “at the market offering” (as such term is defined under Rule 415 of the Securities Act) and shall be subject to other customary exclusions as permitted by the lead or managing underwriter(s); provided, further, (i) that the “lockup” period shall be substantially similar for the Trust and all Other Stockholders who are participating in such offering; (ii) the foregoing restrictions shall be applicable to the Trust only to the extent they are applicable on substantially similar or more restrictive terms to all directors and executive officers of the Corporation requested by the lead or managing underwriter(ssecurities) to be subject to the “lockup” and (iii) if the lockup restrictions applicable to any director or executive officer sold on behalf of the Corporation, or the restrictions applicable to any Other Stockholder participating Company in such an underwritten public offering, are less restrictive (due to a waiver, release of obligation or otherwise) than the foregoing restrictions applicable to the Trust, then such less restrictive provisions shall apply to the Trust in connection with such underwritten offering. Notwithstanding the foregoing, under any “lockup” agreement under this Section 2.03, the Trust shall be permitted (A) to pledge Registrable Securities for a bona fide loan or other extension of credit, including any subsequent transfer of such Registrable Securities to such lender or collateral agent or other transferee in connection with the exercise of remedies under such loan or extension of credit, subject to such lender or collateral agent or other transferee agreeing not to sell or transfer such Registrable Securities for the remainder of the lockup period thereunder and (B) to transfer Registrable Securities to Subsidiary so long as such Subsidiary complies with the requirements set forth in Section 2.09.

Holdback. In Each Holder hereby agrees that it shall not, to the event extent requested by the Company or an underwriter of an underwritten offering securities of the Company, sell or otherwise transfer or dispose of any Registrable Securities or other shares of capital stock of the Company then Beneficially Owned by such Holder (other than a block tradeto Affiliates, donees, partners, members, or managers of the Holder who agree to be similarly bound) for the seven (7) days prior to and up to ninety (90) days following the effective date of equity any registration statement of the Company filed on Form S-1 or other “long form” registration under the Securities Act (plus any additional period of time as may be necessary to comply with applicable regulatory requirements, including, without limitation, Financial Industry Regulatory Authority, Inc. Rule 2711(f)(4) and NYSE Rule 472(f)(4)) in connection with the Company’s initial Public Offering after the Effective Date, unless the sale by the Holder is made pursuant to such registration statement. With respect to any offering other than the Company’s initial Public Offering after the Effective Date, each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Corporation Company, sell or otherwise transfer or dispose of any Registrable Securities or other shares of capital stock of the Company then Beneficially Owned by such Holder (whether other than to Affiliates, donees, partners, members, or managers of the Holder who agree to be similarly bound) for the account seven (7) days prior to and up to ninety (90) days following the effective date of any such registration statement of the CorporationCompany filed under the Securities Act (other than on Form S-4 or Form S-8 or any successor forms thereto) (plus any additional period of time as may be necessary to comply with applicable regulatory requirements, the Trust or otherwiseincluding, without limitation, Financial Industry Regulatory Authority, Inc. Rule 2711(f)(4) and NYSE Rule 472(f)(4)), at unless the request of sale by the lead or managing underwriter(s), (a) each of the Trust and the Corporation Holder is made pursuant to such registration statement. Each Holder further agrees to enter into a customary “lockup” any agreement for such offering in a form reasonably satisfactory to the Corporation and the Trust prohibiting any offer, sale, contract to sell or other disposition of Common Stock, including any sale pursuant to Rule 144, during the period (or such lesser period as the lead or managing underwriter(s) may determine) commencing seven days prior to the effective date of the registration statement for such underwritten offering (or, in the case of an offering pursuant to an effective shelf registration statement pursuant to Rule 415, seven days prior to the commencement date for such underwritten offering) and ending no later than the 90th day after such effective date (or commencement date) and (b) the Corporation agrees to cause the executive officers and directors of the Corporation so requested required by the lead underwriters or managing underwriter(s)the Company to implement the foregoing within any reasonable timeframe so requested. In order to enforce the “holdback” covenant described in this Section 4.12, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 4.12 and any Other Stockholders (other than those who “beneficially own” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) (x) less than 4.75% of the outstanding shares of Common Stock and (y) together with all other Other Stockholders so excluded, less than 7.5% of the outstanding shares of Common Stock), to enter into customary “lockup” agreements for such offering in a form satisfactory to the Corporation; provided that, impose stop transfer instructions with respect to the Corporation, Registrable Securities and such restrictions shall not apply to any offer, sale, contract to sell other shares of capital stock of each Holder (and the shares or securities of every other disposition of Common Stock by the Corporation pursuant to any “at the market offering” (as such term is defined under Rule 415 of the Securities Act) and shall be subject to other customary exclusions as permitted by the lead or managing underwriter(s); provided, further, (i) that the “lockup” period shall be substantially similar for the Trust and all Other Stockholders who are participating in such offering; (ii) the foregoing restrictions shall be applicable to the Trust only to the extent they are applicable on substantially similar or more restrictive terms to all directors and executive officers of the Corporation requested by the lead or managing underwriter(s) to be Person subject to the “lockup” and (iiiforegoing restriction) if until the lockup restrictions applicable to any director or executive officer end of the Corporation, or the restrictions applicable to any Other Stockholder participating in such offering, are less restrictive (due to a waiver, release of obligation or otherwise) than the foregoing restrictions applicable to the Trust, then such less restrictive provisions shall apply to the Trust in connection with such underwritten offering. Notwithstanding the foregoing, under any “lockup” agreement under this Section 2.03, the Trust shall be permitted (A) to pledge Registrable Securities for a bona fide loan or other extension of credit, including any subsequent transfer each of such Registrable Securities to such lender or collateral agent or other transferee in connection with the exercise of remedies under such loan or extension of credit, subject to such lender or collateral agent or other transferee agreeing not to sell or transfer such Registrable Securities for the remainder of the lockup period thereunder and (B) to transfer Registrable Securities to Subsidiary so long as such Subsidiary complies with the requirements set forth in Section 2.09periods.

Holdback. In the event of Each Eligible Holder hereby agrees in connection with an underwritten public offering (other than a block trade) of equity securities of the Corporation Company (whether or not for the account of the Corporation, the Trust or otherwiseCompany’s account), at if a Sponsor Member or any of its Affiliates agrees with the request of the lead or managing underwriter(s), (a) each of the Trust and the Corporation agrees to enter into a customary “lockup” agreement for such offering in a form reasonably satisfactory not to the Corporation and the Trust prohibiting Transfer any offer, sale, contract to sell or other disposition shares of Common Stock, including such Eligible Holder shall not Transfer any sale pursuant to Rule 144, during the period (or such lesser period as the lead or managing underwriter(s) may determine) commencing seven days prior to the effective date of the registration statement for such underwritten offering (or, in the case of an offering pursuant to an effective shelf registration statement pursuant to Rule 415, seven days prior to the commencement date for such underwritten offering) and ending no later than the 90th day after such effective date (or commencement date) and (b) the Corporation agrees to cause the executive officers and directors of the Corporation so requested by the lead or managing underwriter(s), and any Other Stockholders Registrable Securities (other than those who “beneficially own” (as such term is defined under and determined pursuant included in the registration) during the period that any Sponsor Member or its Affiliates has agreed not to Rule 13d-3 under the Exchange Act) (x) less than 4.75% of the outstanding Transfer shares of Common Stock and (ywhich period shall in no event exceed ninety (90) together with all other Other Stockholders so excluded, less than 7.5% days from the date of the outstanding shares prospectus used in connection with any such offering) (such period, a “Holdback Period”) without the prior written consent of Common Stockthe managing underwriter(s). Each Eligible Holder agrees that it shall deliver to the managing underwriter(s) of any public offering a customary agreement reflecting its agreement set forth in the first sentence of this Section 9; provided that any release under such agreement shall be effected among the Eligible Holders on a pro rata basis based on the number of Registrable Securities then owned by them. If the Company (a) issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last seventeen (17) days of any Holdback Period or (b) prior to the expiration of any Holdback Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning upon the expiration of such period, then to the extent necessary for the managing underwriter(s) to comply with FINRA Rule 2711(f)(4), to enter into customary “lockup” agreements for such offering in a form satisfactory to the Corporation; provided thatapplicable Holdback Period will be extended until eighteen (18) days after the earnings release or disclosure of other material information or the occurrence of the material event, with respect to as the Corporation, such restrictions case may be. The foregoing provisions of this Section 9 shall not apply to any offer, sale, contract to sell or other disposition of Common Stock by the Corporation pursuant to Eligible Holder who is not selling any “at the market offering” (as such term is defined under Rule 415 of the Securities Act) and shall be subject to other customary exclusions as permitted by the lead or managing underwriter(s); provided, further, (i) that the “lockup” period shall be substantially similar for the Trust and all Other Stockholders who are participating in such offering; (ii) the foregoing restrictions shall be applicable to the Trust only to the extent they are applicable on substantially similar or more restrictive terms to all directors and executive officers of the Corporation requested by the lead or managing underwriter(s) to be subject to the “lockup” and (iii) if the lockup restrictions applicable to any director or executive officer of the Corporation, or the restrictions applicable to any Other Stockholder participating in such offering, are less restrictive (due to a waiver, release of obligation or otherwise) than the foregoing restrictions applicable to the Trust, then such less restrictive provisions shall apply to the Trust in connection with such underwritten offering. Notwithstanding the foregoing, under any “lockup” agreement under this Section 2.03, the Trust shall be permitted (A) to pledge Registrable Securities for a bona fide loan or other extension of credit, including any subsequent transfer of such Registrable Securities to such lender or collateral agent or other transferee in connection with the exercise of remedies under such loan or extension of credit, subject to such lender or collateral agent or other transferee agreeing not to sell or transfer such Registrable Securities for the remainder of the lockup period thereunder and (B) to transfer Registrable Securities to Subsidiary so long as such Subsidiary complies with the requirements set forth in Section 2.09applicable offering.

Holdback. In the event of an With respect to any underwritten offering of Registrable Securities by the Investor or other Holders pursuant to this Section 4.9, the Corporation agrees not to effect (other than pursuant to such registration or pursuant to a block tradeSpecial Registration) any public sale or distribution, or to file any Shelf Registration Statement (other than such registration or a Special Registration) covering any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period not to exceed ten days prior and 90 days following the pricing date of the Corporation such offering (whether for the account of the Corporation, the Trust or otherwise), at which period may be extended upon the request of the lead underwriter, to the extent required by any NASD rules, for an additional period of up to 15 days if the Corporation issues or managing underwriter(sproposes to issue an earnings or other public release within 15 days of the expiration of the 90-day lockup period), (a) . The Corporation also agrees to cause each of its directors and senior executive officers, other than the Trust Board Representative, to execute and deliver customary lockup agreements in such form and for such time period up to 90 days as may be requested by the managing underwriter. In addition, the Holder agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of, any Common Stock (or other securities) of the Corporation agrees to enter into held by such Holder (other than those included in the registration) for a customary “lockup” agreement for such offering in a form reasonably satisfactory to period specified by the representative of the underwriters of the Common Stock (or other securities) of the Corporation and the Trust prohibiting any offer, sale, contract not to sell or other disposition of Common Stock, including any sale pursuant to Rule 144, during the period (or such lesser period as the lead or managing underwriter(s) may determine) commencing seven exceed 10 days prior to and 90 days following the effective pricing date of the registration statement for such any underwritten offering that includes any Registrable Securities of the Holders (orwhich period may be extended upon the request of the underwriter, in the case of an offering pursuant to an effective shelf registration statement pursuant to Rule 415, seven days prior to the commencement date extent required by any NASD rules, for such underwritten offering) and ending no later than the 90th day after such effective date (or commencement date) and (b) an additional period of up to 15 days if the Corporation agrees issues or proposes to cause issue an earnings or other public release within 15 days of the expiration of the 90-day lockup period); provided that the executive officers and directors of the Corporation so enter into similar agreements and only if such Persons remain subject thereto for such 90 day period. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the lead Corporation or managing underwriter(s), and any Other Stockholders (other than those who “beneficially own” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) (x) less than 4.75% of the outstanding shares of Common Stock and (y) together underwriter which are consistent with all other Other Stockholders so excluded, less than 7.5% of the outstanding shares of Common Stock), to enter into customary “lockup” agreements for such offering in a form satisfactory to the Corporation; provided that, with respect to the Corporation, such restrictions shall not apply to any offer, sale, contract to sell or other disposition of Common Stock by the Corporation pursuant to any “at the market offering” (as such term is defined under Rule 415 of the Securities Act) and shall be subject to other customary exclusions as permitted by the lead or managing underwriter(s); provided, further, (i) that the “lockup” period shall be substantially similar for the Trust and all Other Stockholders who are participating in such offering; (ii) the foregoing restrictions shall be applicable or which are necessary to the Trust only to the extent they are applicable on substantially similar or more restrictive terms to all directors and executive officers of the Corporation requested by the lead or managing underwriter(s) to be subject to the “lockup” and (iii) if the lockup restrictions applicable to any director or executive officer of the Corporation, or the restrictions applicable to any Other Stockholder participating in such offering, are less restrictive (due to a waiver, release of obligation or otherwise) than the foregoing restrictions applicable to the Trust, then such less restrictive provisions shall apply to the Trust in connection with such underwritten offering. Notwithstanding the foregoing, under any “lockup” agreement under this Section 2.03, the Trust shall be permitted (A) to pledge Registrable Securities for a bona fide loan or other extension of credit, including any subsequent transfer of such Registrable Securities to such lender or collateral agent or other transferee in connection with the exercise of remedies under such loan or extension of credit, subject to such lender or collateral agent or other transferee agreeing not to sell or transfer such Registrable Securities for the remainder of the lockup period thereunder and (B) to transfer Registrable Securities to Subsidiary so long as such Subsidiary complies with the requirements set forth in Section 2.09give further effect thereto.

Holdback. In the event of an underwritten offering (other than a block trade) of equity securities of the Corporation (whether for the account of the Corporation, the Trust or otherwise), at the request of the lead or managing underwriter(s), (a) each If requested by the managing underwriter or underwriters in an underwritten offering, or by the initial purchaser or representative of the Trust and initial purchasers in an offering under Rule 144A under the Corporation agrees 1933 Act (a "Rule 144A Offering"), by NaPro of its equity securities (or rights to enter acquire such equity securities or securities convertible into a customary “lockup” agreement or exchangeable for such offering in a form reasonably satisfactory equity securities), each holder of Registrable Shares agrees not to the Corporation and the Trust prohibiting effect any offer, sale, contract to sell public sale or other disposition distribution of Common Stock, including any sale pursuant to Rule 144, Registrable Shares of NaPro during the period (or such lesser period as commencing on the lead or managing underwriter(s) may determine) commencing seven days prior to the effective date Effective Date of the registration statement for such underwritten offering (or, in the case of an a Rule 144A Offering, the date of the definitive offering pursuant memorandum for the Rule 144A Offering (or beginning up to an effective shelf registration statement pursuant to Rule 415, seven days ten (10) Business Days prior to such date if requested by the commencement managing underwriter or underwriters in an underwritten offering or by the initial purchaser or representative of the initial purchasers in a Rule 144A Offering) and continuing until ninety (90) days following either: (i) the Effective Date of such underwritten offering or, in the case of a Rule 144A Offering, the date of the definitive offering memorandum for the Rule 144A Offering; or (ii) such earlier date, if applicable, except for any Registrable Shares that are part of such underwritten offering or Rule 144A Offering, as the case may be, or, unless otherwise permitted by such managing underwriter or underwriters in the case of an underwritten offering or by the initial purchaser or the representative of the initial purchasers in a Rule 144A Offering. (b) If requested by the managing underwriter or underwriters in an underwritten offering of Registrable Shares, NaPro agrees: (i) not to effect any public sale or distribution or its Common Stock or securities convertible into or exchangeable or exercisable for Common Stock during the period commencing on the Effective Date of such underwritten offering (or beginning up to ten (10) Business Days prior to such date if requested by the managing underwriter or underwriters) and continuing until ninety (90) days following either: (A) the Effective Date of such underwritten offering; or (B) and ending no later than the 90th day after such effective date (or commencement earlier date) and (b) the Corporation agrees to cause the executive officers and directors of the Corporation so requested by the lead or managing underwriter(s), and any Other Stockholders (other than those who “beneficially own” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) if applicable, except for: (x) less than 4.75% securities that are part of the outstanding shares of Common Stock and such underwritten offering; (y) together with all other Other Stockholders so excluded, less than 7.5% of the outstanding shares of Common Stock), securities to enter into customary “lockup” agreements for such offering in a form satisfactory to the Corporationbe registered on Form S-4 or Form S-8 or any successor forms; provided that, with respect to the Corporation, such restrictions shall not apply to any offer, sale, contract to sell or other disposition of Common Stock by the Corporation pursuant to any “at the market offering” and (z) as such term is defined under Rule 415 of the Securities Act) and shall be subject to other customary exclusions as otherwise permitted by the lead such managing underwriter or managing underwriter(s)underwriters; provided, further, (i) that the “lockup” period shall be substantially similar for the Trust and all Other Stockholders who are participating in such offering; (ii) the foregoing restrictions shall be applicable to the Trust only to the extent they are applicable on substantially similar or more restrictive terms to all directors and executive officers of the Corporation requested by the lead or managing underwriter(s) to be subject to the “lockup” and (iii) if the lockup restrictions applicable to any director or executive officer of the Corporation, or the restrictions applicable to any Other Stockholder participating in such offering, are less restrictive (due to a waiver, release of obligation or otherwise) than the foregoing restrictions applicable to the Trust, then such less restrictive provisions shall apply to the Trust in connection with such underwritten offering. Notwithstanding the foregoing, under any “lockup” agreement under this Section 2.03, the Trust shall be permitted (A) to pledge Registrable Securities for a bona fide loan or other extension of credit, including any subsequent transfer of such Registrable Securities to such lender or collateral agent or other transferee in connection with the exercise of remedies under such loan or extension of credit, subject to such lender or collateral agent or other transferee agreeing not to sell or transfer such Registrable Securities for the remainder of the lockup period thereunder and (B) to transfer Registrable Securities to Subsidiary so long as such Subsidiary complies with the requirements set forth in Section 2.09.use commercially

Holdback. In the event and to the extent requested by the managing underwriter of an underwritten offering (other than a block trade) of equity securities of the Corporation (whether for the account of the Corporationany Piggyback Offering or Shelf Underwritten Offering, the Trust or otherwise), at the request of the lead or managing underwriter(s), (a) each of the Trust and the Corporation Holder agrees to that it will enter into a customary “lockuplock-up agreement” agreement with such managing underwriter pursuant to which it will agree not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any equity securities of the Company, other than those Registrable Securities included in such offering in a form reasonably satisfactory Registration pursuant to the Corporation and terms hereof for the Trust prohibiting any offer, sale, contract to sell or other disposition of Common Stock, including any sale pursuant to Rule 144, during the period fourteen (or such lesser period as the lead or managing underwriter(s14) may determine) commencing seven days prior to (x) the effective date effectiveness of a Registration Statement (other than a Shelf Registration Statement) pursuant to which such offering shall be made, or (y) the pricing of a Shelf Underwritten Offering, and ending on the earlier to occur of the registration statement for date that is ninety (90) days, or such underwritten offering longer period reasonably required by the underwriters not to exceed one-hundred eighty (or180) days, after the pricing of such offering, or such shorter period of time as is sufficient and appropriate, in the case of an offering pursuant to an effective shelf registration statement pursuant to Rule 415, seven days prior to the commencement date for such underwritten offering) and ending no later than the 90th day after such effective date (or commencement date) and (b) the Corporation agrees to cause the executive officers and directors opinion of the Corporation so requested by managing underwriter, to complete the lead or managing underwriter(s), sale and any Other Stockholders (other than those who “beneficially own” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) (x) less than 4.75% distribution of the outstanding shares of Common Stock and securities included in such Underwritten Offering (y) together with all other Other Stockholders so excludedthe “Lock-Up Period”); provided, less than 7.5% of that the outstanding shares of Common Stock), to enter into customary “lockup” agreements for such offering limitations contained in a form satisfactory to the Corporation; provided that, with respect to the Corporation, such restrictions this Section 9 shall not apply to any offer, sale, contract to sell or other disposition of Common Stock the extent a Shareholder is prohibited by the Corporation pursuant to any “at the market offering” (as Applicable Law from so withholding such term is defined under Rule 415 of the Securities Act) and shall be subject to other customary exclusions as permitted by the lead or managing underwriter(s)equity securities from sale during such period; provided, further, (i) that if the “lockup” period shall be substantially similar for Company, any of its executive officers or directors, or any other holder of 5% or more of the Trust and all Other Stockholders who are participating then outstanding Common Stock is or becomes subject to a shorter Lock-Up Period in such offering; (ii) the foregoing restrictions shall be applicable offering or receives more advantageous terms relating to the Trust only to the extent they are applicable on substantially similar or more restrictive terms to all directors and executive officers of the Corporation requested by the lead or managing underwriter(s) to be subject to the “lockup” and (iii) if the lockup restrictions applicable to Lock-Up Period under any director or executive officer of the Corporation, or the restrictions applicable to any Other Stockholder participating in such offering, are less restrictive (due to a waiver, release of obligation or otherwise) than the foregoing restrictions applicable to the Trust, then such less restrictive provisions shall apply to the Trust lock-up agreement entered into in connection with such underwritten offering. Notwithstanding offering (including but not limited to as a result of any discretionary waiver or termination of the foregoingrestrictions of any or all of such agreements by the Company or the underwriters), under any “lockup” agreement under this Section 2.03, then the Trust Lock-Up Period for the Shareholders shall be permitted (A) to pledge Registrable Securities for a bona fide loan or other extension of credit, including any subsequent transfer of such Registrable Securities to shorter period and also on such lender or collateral agent or other transferee in connection with the exercise of remedies under such loan or extension of credit, subject to such lender or collateral agent or other transferee agreeing not to sell or transfer such Registrable Securities for the remainder of the lockup period thereunder and (B) to transfer Registrable Securities to Subsidiary so long as such Subsidiary complies with the requirements set forth in Section 2.09more advantageous terms.