Common use of Holders of Registrable Securities Clause in Contracts

Holders of Registrable Securities. If required by the Holders of a majority of the Registrable Securities participating in an underwritten Public Offering, each Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the restrictions set forth in this Section 2.5 until the end of such period.

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

Holders of Registrable Securities. If required by Notwithstanding anything contained herein to the Holders of a majority of contrary and to the Registrable Securities participating in an underwritten Public Offeringextent not inconsistent with applicable law, each Holder holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and not effect any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge public sale or otherwise dispose of distribution (including sales pursuant to Rule 144)144 under the Securities Act, directly but excluding, to the extent permitted by the underwriter managing the registered public offering, sales effected to pay the exercise price of a stock option pursuant to any broker-assisted exercise or indirectly“cashless” exercise of such stock option) of Equity Securities, any equity securities of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) aboveeffect, (C) or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or of ownership of any equity such securities, whether any such aforementioned transaction is to be settled by delivery of such equity securities or other securities, in cash or otherwise otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the ten (each 10) days prior to and the ninety (90) days after the effective time of any (A), x) underwritten Demand Registration (Bexcept as part of such Underwritten Registration) and or (Cy) above, a “Sale Transaction”) from the date on underwritten Piggyback Registration in which the Company gives notice to the Holders any of such holder’s Registrable Securities are included (except as part of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering Registration) (a “FollowStand-On Holdback off Period”), unless except as otherwise agreed to by the underwriters underwriter managing such the Underwritten Offering otherwise agree in writingRegistration. The If (i) the Company may impose stop-transfer instructions with respect issues an earnings release or other material news or a material event relating to the Ordinary Shares Company and its Subsidiaries during the last seventeen (17) days of the Stand-off Period or other securities(ii) subject prior to the restrictions set forth in this Section 2.5 expiration of the Stand-off Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning upon the expiration of the Stand-off Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Stand-off Period shall be extended until eighteen (18) days after the end earnings release or the occurrence of such periodthe material news or event, as the case may be.

Holders of Registrable Securities. If required requested by the Holders of a majority of the Registrable Securities participating in an underwritten Public Offeringlead managing underwriter, each Holder who “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5.0%) or more of the issued and outstanding Common Stock of the Company and each Holder including Registrable Securities in any Underwritten Demand Offering, Underwritten Shelf Takedown or Piggyback Offering shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and not effect any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge public sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, (B) enter or any securities convertible into a transaction which would have the same effect as described in clause (A) aboveor exchangeable or exercisable for such securities, (Ci) enter into with respect to the Company’s first Underwritten Offering under the Securities Act for cash, for the seven (7) days prior to and the one hundred eighty (180) days beginning on the effective date of such registration plus up to an additional eighteen (18) days to the extent necessary to comply with applicable regulatory requirements following the effective date of such registration, (ii) with respect to any swapother Underwritten Demand Offering or Piggyback Offering in which Registrable Securities are included, hedge or the seven (7) days prior to and the ninety (90)-day period beginning on the effective date of such registration, and (iii) upon notice from the Company of the commencement of a distribution in connection with any other arrangement that transfersUnderwritten Offering (including, in whole or in partbut not limited to, any distribution in connection with any Shelf Registration) by or on behalf of the economic consequences or ownership of any equity securitiesCompany, whether such transaction is the seven (7) days prior to be settled by delivery of such equity securities, in cash or otherwise and the ninety (each of (A), (B) and (C) above, a “Sale Transaction”) from the date 90)-day period beginning on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of commencement of such distribution (the final prospectus for such Underwritten Offering (a “FollowLock-On Holdback Up Period”), in each case except as part of such Underwritten Offering, and in each case unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect to agree; provided, however, that (i) notwithstanding the Ordinary Shares (or other securities) foregoing, no Holder shall be subject to the provisions hereof unless all of the Company’s directors and officers (and their respective Affiliates) are subject to the Lock-Up Period and (ii) if any Other Holder of Registrable Securities of the Company or any of the Company’s directors and officers (or any of their respective Affiliates) shall be subject to a shorter period or receives more advantageous terms relating to the Lock-Up Period, then the Lock-Up Period shall be such shorter period and also on such more advantageous terms. The restrictions set forth in this Section 2.5 until 3(a) shall not be applicable to Transfers by Holders to Affiliates who agree to be bound by the end provisions hereof, Transfers related to securities owned by Holders as a result of open market purchases made following the closing of the applicable offerings, and other Transfers to which the underwriters managing such periodUnderwritten Offering agree; provided, however, that nothing herein shall prevent a Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be bound by the terms hereof. The provisions of this Section 3(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. If required by the Holders of a majority of the Registrable Securities participating in an underwritten Public Offering, each Holder Each holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and not effect any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge public sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, (B) enter or any securities convertible into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole exchangeable or in part, any of the economic consequences or ownership of any equity exercisable for such securities, whether such transaction is during (i) with respect to be settled by delivery of such equity securities, any underwritten Demand Registration or any underwritten Piggyback Registration in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of such holder are included in such registration, the circulation seven days prior to and the 90 day period beginning on the effective date of a preliminary or final prospectus for such Underwritten Offering registration, provided, however, that (x) the Company and the managing underwriter may not discriminate among the holders with respect to any holdback arrangement pursuant to this Section 3 and (y) all officers and directors of the Company are bound by and have entered into similar agreements to the date that is extent required by the managing underwriter(s), and (ii) upon notice from the Company of the commencement of an underwritten distribution in connection with any Shelf Registration in which Registrable Securities of such holder are included in such distribution, the seven days prior to and the 90 days following day period beginning on the date of commencement of such distribution, provided, however, that (x) the final prospectus for such Underwritten Offering Company and the managing underwriter may not discriminate among the holders with respect to any holdback arrangement pursuant to this Section 3 and (a “Follow-On Holdback Period”y) all officers and directors of the Company are bound by and have entered into similar agreements to the extent required by the managing underwriter(s), in each case except as part of such underwritten registration or distribution, and in each case unless the underwriters managing the public offering otherwise agree. Each holder of Registrable Securities whose Registrable Securities are included as part of any such Underwritten Offering otherwise agree underwritten registration or distribution agrees to execute a customary lock-up agreement in writing. The Company may impose stop-transfer instructions with respect favor of the Company’s underwriters to such effect and, in any event, that the Ordinary Shares (or other securities) subject to the restrictions set forth Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 2.5 until the end of such period3(a).

Holders of Registrable Securities. If required by the Holders of a majority of the Registrable Securities participating in an underwritten Public Offering, each Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offeringsunderwritten public offering of equity securities, or any securities convertible into or exchangeable or exercisable for such securities, by the Company for its own account or on behalf of any Holder or Other Holders (including pursuant to any Shelf Takedown), no Holder who “beneficially owns” five percent (5%) or more of the outstanding shares of New Common Stock shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge effect any public sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the underwriters managing the underwritten public equity offering by the Company during a period beginning up to seven days prior to and ending up to 90 days from and including the date of pricing as reasonably requested by the underwriters managing the underwritten public equity offering (Bincluding pursuant to any Shelf Takedown) enter into a transaction which would have (the same effect as described in clause “Lock-Up Period”); provided that (Ai) abovethe foregoing shall not apply to any shares of New Common Stock that are being issued pursuant to the underwritten public equity offering, (Cii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any such Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the economic consequences or ownership of any equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) Company and (Ciii) above, a “Sale Transaction”) from the date on which such Lock-Up Period shall not commence unless the Company gives notice notifies the Holders in writing prior to the Holders commencement of the Lock-Up Period; provided, further, that nothing herein will prevent any Holder that is a partnership or corporation from (1) making a distribution of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date partners or stockholders thereof or a transfer to an Affiliate that is 90 days following otherwise in compliance with the date applicable securities laws, or (2) consummating a private placement of the final prospectus for Registrable Securities, so long as such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise distributees or transferees agree in writing. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to be bound by the restrictions set forth in this Section 2.5 until 5(a). Each Holder agrees to execute a lock-up agreement in favor of the end Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public offering of equity securities shall be third party beneficiaries of this Section 5(a). The provisions of this Section 5(a) will no longer apply to a Holder if (a) such periodHolder ceases to hold any Registrable Securities or (b) such Holder beneficially owns less than five percent (5%) of the outstanding shares of New Common Stock.

Holders of Registrable Securities. If required by the Holders of a majority of the Registrable Securities participating in an underwritten Public OfferingEach Initiating Holder and Participating Holder, and each other Holder of Registrable Securities shall enter into lock-up agreements that holds or beneficially owns at least 2% of the outstanding Common Stock agrees that in connection with any underwritten Demand Registration of Common Stock, Underwritten Shelf Takedown or a registered underwritten offering of Common Stock by Parent in a primary offering for its own account, and upon written request from the managing underwriter(s) of an Underwritten Offering that are reasonably requested by for such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offeringsoffering, such Holder shall not, other without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than through participation seven (7) days prior to and sixty (60) days after the pricing of such offering), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales an offering pursuant to Rule 144)Section 2, directly Section 3, or indirectly, any equity securities Section 5 of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any equity securities, whether such transaction is to this Agreement and shall be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice applicable to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus only if, for such Underwritten Offering so long as and to the date extent that is 90 days following Parent, the date directors and executive officers of the final prospectus for Parent, and each selling stockholder included in such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) offering are subject to the same restrictions set forth in if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Stock is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 2.5 until 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the end requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such periodoffering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. If required requested by the Holders of a majority of Company or the Registrable Securities managing underwriter(s), each Holder participating in an underwritten Public Offering, each Holder of Registrable Securities Underwritten Offering shall enter into customary lock-up agreements with the managing underwriter(s) of an such Underwritten Offering Offering; provided that are reasonably requested by (i) the lock-up period in such managing underwriter(scustomary lock-up agreement shall not exceed ninety (90) and are also applicable days from the date of the final prospectus relating to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For , and (ii) except with respect to the avoidance of doubtlock-up period, such customary lock-up shall be substantially consistent with the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO entered into by such Holders in connection with the IPO. In connection addition, if Magnus is participating in an Underwritten Offering, Magnus agrees to use commercially reasonable efforts to cause the pledgee under any credit agreement of Magnus under which any shares of Common Stock beneficially owned by Magnus are pledged to enter into a customary lock-up agreement with all Underwritten Offerings, such Holder shall not, other than through participation in the managing underwriter(s) of such Underwritten Offering and such customary lock-up shall be substantially consistent with the lock-up agreement entered into by such pledgee in connection with the IPO (except with respect to the lock-up period). Each Holder not participating in an offering pursuant to this Agreement who then beneficially owns (calculated as provided in Rule 13d-3 under the Exchange Act) 5% or more of the Common Stock of the then outstanding shares of Common Stock (a selling shareholder“Non-Participating Holder”) agrees to be bound by the terms of the customary lock-up agreement substantially consistent with the lock-up agreements entered into by such Holders in connection with the IPO (except with respect to the lock-up period) entered into by the participating Holders in connection therewith as if such Holder had been a party thereto; provided that, (A) offernotwithstanding the terms of the customary lock-up agreement entered into by the participating Holders, sell(i) Non-Participating Holders shall not be prohibited from establishing any contract, contract instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act during the lock-up period set forth in such agreements (provided that no sales may be made pursuant to sellsuch a Plan prior to the expiration of the lock-up period set forth in such agreements and no public announcement of the establishment or existence of a Plan or filing in respect thereof is required or made voluntarily prior to the expiration of the lock-up period set forth in such agreements), pledge or otherwise dispose of (including ii) Non-Participating Holders shall not be prohibited from making sales pursuant to Rule 144), directly or indirectly, any equity securities a Plan that exists on the date of the Companycustomary lock-up agreement entered into by the participating Holders, (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (Ciii) above, the Non-Participating Holders shall not be bound by such lock-up agreement for a “Sale Transaction”period in excess of ninety (90) days from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for relating to the offering that is the subject of the lock-up agreement, and (B) a Non-Participating Holder shall not be bound by the terms of such lock-up agreement if such Non-Participating Holder has submitted to the Company an Opt-Out Request prior to the effective date of such lock-up agreement; provided that in the case of a primary Underwritten Offering on behalf of the Company, a Non-Participating Holder that has submitted an Opt-Out Request shall be bound by the terms of such lock-up agreement if (x) it has been given the opportunity to include its Registrable Securities in a “FollowPiggyback Registration notwithstanding such Opt-On Holdback Period”Out Request by special notice from the Company delivered to the Non-Participating Holder no earlier than five (5) Business Days and no later than two (2) Business Days before the anticipated filing date of the Piggyback Registration, and (y) such Non-Participating Holder’s Registrable Securities are not included in such Piggyback Registration due to Non-Participating Holder’s decision not to include its Registrable Securities in the Piggyback Registration or due to an underwriter cut-back under Section 3(c). In addition, if Magnus is a Non-Participating Holder that is required to be bound by the terms of such lock-up agreement pursuant to the terms of this Section 4(a), unless Magnus agrees to use commercially reasonable efforts to cause the underwriters managing pledgee under any credit agreement of Magnus under which any shares of Common Stock beneficially owned by Magnus are pledged to agree to be bound by the terms of the customary lock-up agreement substantially consistent with the lock-up agreements entered into by such Underwritten Offering otherwise agree Holders in writingconnection with the IPO (except with respect to the lock-up period) entered into by the participating Holders in connection therewith as if such pledgee had been a party thereto. The Company may impose stop-transfer instructions with respect to the Ordinary Shares Common Stock (or other securities) subject to the restrictions set forth in this Section 2.5 4(a) until the end of the lock-up period set forth in such periodagreements.

Holders of Registrable Securities. If required by the Holders of a majority of the Registrable Securities participating in an underwritten Public Offering, each Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten OfferingsOfferings other than the Company’s IPO, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the restrictions set forth in this Section 2.5 2.5(a) until the end of such period.

Holders of Registrable Securities. If required In connection with any underwritten public offering of equity securities of the Parent (an “Underwritten Offering”) as to which Member Holders or other holders of Registrable Securities are included as selling holders, if requested by the Holders managing Underwriter for such Underwritten Offering, each Member Holder or other holder of a majority of the Registrable Securities participating in an underwritten Public Offering, each Holder of Registrable Securities shall such offering agrees to enter into a lock-up agreement, in addition to any other lock-up agreement then in effect with respect to Registrable Securities, containing customary restrictions on transfers of equity securities of the Parent (except with respect to such securities as are proposed to be offered pursuant to the Underwritten Offering), or any securities convertible into or exchangeable or exercisable for such securities, for a period not greater than seven (7) days prior to and ninety (90) days after the date of pricing of such Underwritten Offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Member Holders shall not be subject to the provisions hereof unless the Parent’s directors, officers, and any other Persons participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter(sUnderwriter and if any such Person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Parent or an Underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) of an Underwritten Offering any Member Holder or other such holder that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders is a partnership, limited liability company or corporation from making a distribution of Registrable Securities regardless of whether such holders’ securities are included to the partners, members or stockholders thereof or a transfer to an Affiliate that is otherwise in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements compliance with the managing underwriters of applicable securities laws, so long as such distributees or transferees agree to be bound by the IPO restrictions set forth in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholderthis Section 2.5, (Aii) offerthe exercise, sell, contract to sell, pledge exchange or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership conversion of any equity securitiessecurity exercisable or exchangeable for, whether or convertible into, Common Stock, provided the Common Stock issued upon such transaction is to exercise or conversion shall be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the restrictions set forth in this Section 2.5. The provisions of this Section 2.5 until the end will no longer apply to a Member Holder or other holder of Registrable Securities once such periodPerson ceases to hold Registrable Securities.

Holders of Registrable Securities. If required by the Holders of a majority of the Registrable Securities participating in an underwritten Public Offering, each Each Eligible Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering hereby agrees that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and it will not effect any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge public sale or otherwise dispose of distribution (including sales pursuant to Rule 144) of Common Stock or New Notes, or any securities convertible into or exchangeable or exercisable for such securities, as applicable, (i) during (A) the ten (10) days prior to and the 90-day period beginning on the effective date of the registration of such Registrable Securities in connection with an Underwritten Offering or (B) such shorter period as the underwriters participating in such Underwritten Offering may require, and (ii) upon notice from the Company of the commencement of an underwritten distribution in connection with any Shelf Registration, during (A) ten (10) days prior to and the 90-day period beginning on the date of commencement of such distribution or (B) such shorter period as the underwriters participating in such underwritten distribution may require (each, a “Lock-Up Period”), directly or indirectlyin each case except as part of such Underwritten Registration, any equity securities of and in each case (w) only if the underwriters managing the registered public offering request such Lock-Up Period, (x) only if such Lock-Up Period is applicable to the Company, (By) enter into a transaction which would have in the same effect as described in clause (A) abovecase of Common Stock where the Company is not offering any shares of Common Stock, (C) enter into any swap, hedge only if the Lock-Up Period is applicable to each holder of 10% or other arrangement that transfers, in whole or in part, any more of the economic consequences or ownership issued and outstanding Common Stock and to all of any equity securitiesthe executive officers and directors of the Company (in the case of executive officers and directors, whether such transaction is subject to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (Bcustomary exceptions) and (Cz) above, a “Sale Transaction”) from in the date on which case of Common Stock where the Company gives notice is offering any shares of Common Stock, the Lock-Up Period is applicable to the Holders executive officers and directors of the Company (subject to customary exceptions); provided, however, that the Lock-Up Period shall only apply to the class of Registrable Securities of the circulation of a preliminary or final prospectus for which are being offered pursuant to such Underwritten Offering or distribution, or such Shelf Registration, as the case may be. Each holder of Registrable Securities agrees to execute a lock-up agreement in favor of the Company’s underwriters in form and substance reasonably acceptable to the date Company and the Company’s underwriters to such effect and, in any event, that is 90 days following the date Company’s underwriters in any relevant offering shall be third party beneficiaries of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”this Section 3(a), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stoplock-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the up restrictions set forth in this Section 2.5 until 3(a) will no longer apply to an Eligible Holder once such Eligible Holder, together with its Affiliates, holds less than five percent (5%) of the end of such periodissued and outstanding Common Stock.

Holders of Registrable Securities. If required requested by the Holders of a majority of Company or the Registrable Securities managing underwriter(s), each Holder participating in an underwritten Public Offering, each Holder of Registrable Securities Offering shall enter into customary lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Public Offering. For Each Holder not participating in an offering pursuant to this Agreement agrees to be bound by the avoidance terms of doubt, the Shareholder and any other Holder shall enter into customary lock-up agreements with agreement entered into by the managing underwriters participating Holders in connection therewith as if such Holder had been a party thereto; provided that, notwithstanding the terms of the IPO customary lock-up agreement entered into by the participating Holders, non-participating Holders shall not be prohibited from (i) establishing any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act during the lock-up period set forth in such agreements (provided that no sales may be made pursuant to such a Plan prior to the expiration of the lock-up period set forth in such agreements and no public announcement of the establishment or existence of a Plan or filing in respect thereof is required or made voluntarily prior to the expiration of the lock-up period set forth in such agreements) or (ii) in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, an offering other than through participation in such Underwritten Offering as a selling shareholderan IPO, (A) offer, sell, contract to sell, pledge or otherwise dispose of (including making sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement Plan that transfers, in whole or in part, any of the economic consequences or ownership of any equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date exists on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Followcustomary lock-On Holdback Period”), unless up agreement entered into by the underwriters managing such Underwritten Offering otherwise agree in writingparticipating Holders. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the restrictions set forth in this Section 2.5 4(a) until the end of the lock-up period set forth in such periodagreements, including any extension thereof as may be required to comply with FINRA Rule 2711(f)(4), to the extent then applicable to the Company.

Holders of Registrable Securities. If required requested by the Holders of a majority of the Registrable Securities participating in an underwritten Public Offeringlead managing underwriter, each Holder who “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5.0%) or more of the issued and outstanding Common Stock of the Company and each Holder including Registrable Securities in any Underwritten Demand Offering, Underwritten Shelf Takedown or Piggyback Offering shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and not effect any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge public sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during (Bi) enter into with respect to any Underwritten Demand Offering or Piggyback Offering in which Registrable Securities are included, the seven (7) days prior to and the ninety (90)-day period (or one hundred and eighty (180)-day period with respect to the Company’s first Underwritten Offering under the Securities Act for cash) beginning on the effective date of such registration, and (ii) upon notice from the Company of the commencement of a transaction which would have the same effect as described distribution in clause connection with any other Underwritten Offering (A) aboveincluding, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in partbut not limited to, any distribution in connection with any Shelf Registration) by or on behalf of the economic consequences or ownership Company, the seven (7) days prior to and the ninety (90)-day period beginning on the date of any equity securities, whether such transaction is to be settled by delivery commencement of such equity securities, distribution (in cash or otherwise (each the case of (A), (Bi) and (C) aboveii), a the “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “FollowLock-On Holdback Up Period”), in each case except as part of such Underwritten Offering, and in each case unless the underwriters managing such Underwritten Offering otherwise agree in writing. The agree; provided, however, that if any other Holder of Registrable Securities of the Company may impose stop-transfer instructions with respect shall be subject to a shorter period or receives more advantageous terms relating to the Ordinary Shares (or other securities) Lock-Up Period, then the Lock-Up Period shall be such shorter period and also on such more advantageous terms and notwithstanding the foregoing, the Holders shall not be subject to the provisions hereof unless all of the Company’s directors and officers have signed lock-up agreements with the managing underwriters. The restrictions set forth in this Section 2.5 until 3(a) shall not be applicable to Transfers by Holders to Affiliates who agree to be bound by the end provisions hereof, Transfers related to securities owned by Holders as a result of open market purchases made following the closing of the applicable offerings, and other Transfers to which the underwriters managing such periodUnderwritten Offering agree; provided, however, that nothing herein shall prevent a Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be bound by the terms hereof. The provisions of this Section 3(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. If required In connection with any Underwritten Shelf Takedown or other underwritten public offering of equity securities by the Holders of Company (a majority of “Company Underwritten Offering”), if requested by the Registrable Securities participating in an underwritten Public Offeringmanaging underwriter for such offering, each Holder who Beneficially Owns 5% or more of Registrable Securities shall the outstanding shares of New Common Stock and any other Holder participating in such offering agrees to enter into a lock-up agreements agreement containing customary restrictions on transfers of equity securities of the Company (except with the managing underwriter(s) of an Underwritten Offering that respect to such securities as are reasonably requested by such managing underwriter(s) and are also applicable proposed to other Holders of Registrable Securities regardless of whether such holders’ securities are included in be offered pursuant to the Underwritten Offering. For Shelf Takedown or underwritten public equity offering) or any securities convertible into or exchangeable or exercisable for such securities (including, for the avoidance of doubt, the Shareholder Warrants), without prior written consent from the Company, during the seven day period prior to and the 90 day period beginning on the date of pricing of such Underwritten Shelf Takedown (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, Holders who Beneficially Own 5% or more of the outstanding shares of New Common Stock and any other Holder Holders participating in such offering shall enter into have signed lock-up agreements containing substantially similar terms with the managing underwriters underwriter and if any such Person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of such waiver; provided, further, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the IPO separately managed account, or (c) a transfer to an Affiliate that is otherwise in connection compliance with the IPO. In connection with all Underwritten Offeringsapplicable securities laws, so long as such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge distributees or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any equity securities, whether such transaction is transferees agree to be settled bound by delivery of such equity securities, the restrictions set forth in cash or otherwise (each of (Athis Section 2(a), (Bii) and (C) abovethe exercise, a “Sale Transaction”) from exchange or conversion of any security exercisable or exchangeable for, or convertible into, New Common Stock, provided the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary New Common Stock issued upon such exercise or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) conversion shall be subject to the restrictions set forth in this Section 2.5 until 2(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such periodeffect and, in any event, that the Company’s underwriters in any relevant Underwritten Shelf Takedown shall be third party beneficiaries of this Section 2(a). The provisions of this Section 2(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. If required by the Holders of a majority of the Registrable Securities participating in an underwritten Public OfferingEach Initiating Holder and Participating Holder, and each other Holder of Registrable Securities shall enter into lock-up agreements that holds or beneficially owns at least 2% of the outstanding Common Shares agrees that in connection with any underwritten Demand Registration, Underwritten Shelf Takedown or a registered underwritten offering of Common Shares by Parent in a primary offering for its own account, and upon written request from the managing underwriter(s) of an Underwritten Offering that are reasonably requested by for such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offeringsoffering, such Holder shall not, other without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than through participation seven (7) days prior to and sixty (60) days after the pricing of such offering), effect any public sale or distribution of any Similar Securities to those being registered, including any sale under Rule 144. The foregoing provisions of this Section 6(a) shall not apply to offers or sales of Registrable Securities that are included in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales an offering pursuant to Rule 144)Section 2, directly Section 3, or indirectly, any equity securities Section 5 of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any equity securities, whether such transaction is to this Agreement and shall be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice applicable to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus only if, for such Underwritten Offering so long as and to the date extent that is 90 days following Parent, the date directors and executive officers of the final prospectus for Parent, and each selling stockholder included in such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) offering are subject to the same restrictions set forth in if requested by the managing underwriter(s) for such offering, and Parent uses its reasonable best efforts to ensure that each other holder of at least 5% of the outstanding Common Shares is subject to the same restrictions if requested by the managing underwriter(s) for such offering. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 2.5 until 6(a) and are necessary to give further effect thereto. Any discretionary waiver or termination of the end requirements under the foregoing provisions made by Parent or the applicable managing underwriter(s) shall apply to each Holder of Registrable Securities proposed to be sold in such periodoffering on a pro rata basis. Without limiting the foregoing (but subject to Section 13(a)), if after the date hereof Parent grants any Person (other than a Holder of Registrable Securities) any rights to demand or participate in a registration, Parent agrees that it shall include in such Person’s agreement a covenant consistent with the foregoing provisions of this Section 6(a).

Holders of Registrable Securities. If required by the Holders of a majority of the Registrable Securities Each Holder participating in an underwritten Public Offering, Underwritten Offering and if requested by Underwriters managing such Underwritten Offering and each Holder that Beneficially Owns more than 3% of Registrable Securities the outstanding Common Stock shall enter into customary lock-up agreements with the managing underwriter(sUnderwriter(s) of an Underwritten Offering that are reasonably requested by such provides for the following unless the Underwriters managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholderotherwise agree in writing, subject to customary exceptions, such holder shall not (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144144 under the Securities Act), directly or indirectly, any equity securities capital stock of the CompanyCompany (including capital stock of the Company that may be deemed to be Beneficially Owned by such Holder), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any equity such securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”), or (D) from publicly disclose the intention to enter into any Sale Transaction, commencing on the earlier of the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of that a preliminary or final prospectus has been filed for such Underwritten Offering or the “pricing” of such offering and continuing to the date that is (x) in the case of the first two Underwritten Offerings following the date of this Agreement, up to 90 days following the date of the final prospectus Prospectus for such offering, or (y) in case of all subsequent Underwritten Offering Offerings, up to 45 days following the date of the final Prospectus for such offering (or, in each case, such shorter period of time as requested by the Underwriters managing such Underwritten Offering) (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the restrictions set forth in this Section 2.5 until the end of such period.

Holders of Registrable Securities. If required by the Holders of a majority of the Registrable Securities participating in an underwritten Public Offering, each Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offeringsany Shelf Takedown or other underwritten public offering of equity securities by the Company, no Holder who “beneficially owns” (as such Holder shall notterm is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5%) or more of the outstanding shares of Class A-1 Common Stock, other than through participation in such Underwritten Offering Class A Common Stock and Class B Common Stock (taken together as a selling shareholder, (Asingle class as-if converted to Class A common stock) offer, sell, contract to sell, pledge shall effect any public sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, (B) enter or any securities convertible into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole exchangeable or in part, any of the economic consequences or ownership of any equity exercisable for such securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) without prior written consent from the date Company, during the seven (7) days prior to and the 90-day period beginning on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of pricing of such Shelf Takedown (the final prospectus for such Underwritten Offering (a “FollowTakedown Lock-On Holdback Up Period”), except as part of the Shelf Takedown, and (i) unless the underwriters managing such Underwritten Offering the Shelf Takedown or other underwritten public equity offering by the Company otherwise agree in writing. The Company may impose stopby written consent and (ii) only if such Takedown Lock-transfer instructions with respect Up Period is applicable on substantially similar terms to the Ordinary Shares (Company and the executive officers and directors of the Company; provided that nothing herein will prevent any Holder that is a partnership or other securities) subject corporation from making a distribution of Registrable Securities to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.5 until 4(a). Each Holder agrees to execute a lock-up agreement in favor of the end Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such periodHolder ceases to hold Registrable Securities.

Holders of Registrable Securities. If required by Notwithstanding anything contained herein to the Holders of a majority contrary and to the extent not inconsistent with applicable law, upon the request of the Registrable Securities participating in an underwritten Public Offeringapplicable underwriter, each Holder holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and not effect any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge public sale or otherwise dispose of distribution (including sales pursuant to Rule 144)144 under the Securities Act) of Issuer Common Stock, directly or indirectly, any equity securities of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) aboveeffect, (C) or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or of ownership of any equity such securities, whether any such aforementioned transaction is to be settled by delivery of such equity securities or other securities, in cash or otherwise (otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the 10 days prior to and the 90 days after the effective time of (A), (B) and (C) above, a “Sale Transaction”) from the date on any underwritten piggy-back registration pursuant to Section 3 hereof in which the Company gives notice to the Holders any of such holder’s Registrable Securities are included (except as part of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering underwritten piggy back registration) (a “FollowStand-On Holdback off Period”), unless except as otherwise agreed to by the underwriters underwriter managing any such Underwritten Offering otherwise agree in writingunderwritten registration. The Company may impose stop-transfer instructions with respect If (i) the Issuer issues an earnings release or other material news or a material event relating to the Ordinary Shares Issuer during the last 17 days of the Stand-off Period or (or other securitiesii) subject prior to the restrictions set forth in expiration of the Stand-off Period, the Issuer announces that it will release earnings results during the 16 day period beginning upon the expiration of the Stand-off Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Stand-off Period shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be. Notwithstanding the foregoing, the provisions of this Section 2.5 until 4(a) shall only apply if (i) all officers and directors of the end Issuer enter into similar agreements and (ii) no such officer or director is released in whole or in part from his or her obligations under such agreement unless all Holders are similarly released from the provisions of this Section 4(a) as to the same percentage of their Issuer Common Stock as to which such periodofficer or director is released.

Holders of Registrable Securities. If required In connection with an underwritten public offering of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, by the Company for its own account or on behalf of any Holder or Other Holders of a majority of the Registrable Securities participating in an underwritten Public Offering(including pursuant to any Shelf Takedown), each Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably if requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with such underwritten offering, no Holder who is a Management Holder or who beneficially owns 5% or more of the IPO. In connection with all Underwritten Offerings, such Holder outstanding Common Shares shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge effect any sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the underwriters managing the underwritten public equity offering by the Company during a period beginning up to seven days prior to and ending up to 90 days from and including the date of pricing as reasonably requested by the underwriters managing the underwritten public equity offering (Bincluding pursuant to any Shelf Takedown) enter into a transaction which would have (or 180 days in the same effect as described in clause case of the Initial Public Offering) (the “Lock-Up Period”); provided that (A) above, (C) enter into the foregoing shall not apply to any swap, hedge or other arrangement Common Shares that transfers, in whole or in part, any are offered for sale as part of the economic consequences or ownership of any underwritten public equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A)offering, (B) such Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) above, a “Sale Transaction”) from the date on which such Lock-Up Period shall be subject to customary exceptions and not commence unless the Company gives notice notifies the Holders in writing prior to the Holders commencement of the Lock-Up Period; provided further, that nothing herein shall prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities Shares to the partners or stockholders thereof or a Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the applicable securities laws. Each Holder agrees to execute a lock-up agreement in favor of the circulation Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public offering of equity securities shall be third party beneficiaries of this Section 5(d). Any discretionary waiver or termination of the requirements of this Section 5(d) made by the managing underwriters in connection with an 42 underwritten offering shall apply to each Holder subject to this Section 5(d) on a pro rata basis in accordance with the Proportionate Percentages (assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) the Ordinary Shares Selected Underwriter has been selected pursuant to such request and (iii) agrees that (A) a pro rata waiver or other securitiestermination of requirements would not be commercially reasonable and (B) subject that the proposed waiver or termination of requirements is as close to the restrictions set forth in pro rata as would be commercially feasible. The provisions of this Section 2.5 until 5(d) will no longer apply to a Holder if (x) such Holder ceases to hold any Registrable Shares or (y) such Holder beneficially owns less than 5% of the end of such periodoutstanding Common Shares or ceases to be a Management Holder, as applicable.

Holders of Registrable Securities. If required by Each Holder who “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Holders of a majority Exchange Act) five percent (5%) or more of the Registrable Securities participating in outstanding INSW Common Stock or who is an underwritten Public Offering, each Holder Affiliate of Registrable Securities shall enter into lock-up agreements the Company agrees with the managing underwriter(s) of an Underwritten Offering Company that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge not effect any public sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, (B) enter or any securities convertible into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole exchangeable or in part, any of the economic consequences or ownership of any equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus exercisable for such Underwritten Offering securities during the seven (7) days prior to and the date that is 90 days following ninety (90) day period beginning on the date of the final prospectus for such pricing of each Underwritten Offering or other underwritten public offering of equity securities of the Company (a the “FollowLock-On Holdback Up Period”), except as part of such Underwritten Offering or other underwritten public offering of equity securities of the Company unless (i) the Company otherwise agrees by written consent, (ii) the underwriters managing such Underwritten Offering or other underwritten public offering of equity securities of the Company otherwise agree in writing. The Company may impose stopby written consent and (iii) such Lock-transfer instructions with respect Up Period is applicable on substantially similar terms to the Ordinary Shares (Company and the executive officers and directors of the Company; provided that notwithstanding the foregoing any such Holder that is a partnership or other securities) subject corporation may make distributions of Registrable Securities to the partners or stockholders thereof or transfers of Registrable Securities to Affiliates that are otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.5 until ‎4(a). Each such Holder agrees with the end Company to execute a lock-up agreement in favor of the Company’s underwriters managing such periodUnderwritten Offering or other underwritten public offering of equity securities of the Company to such effect and that such underwriters shall be third party beneficiaries of this Section ‎4(a). The provisions of this Section ‎4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. If required In connection with any Underwritten Shelf Takedown or other underwritten public offering of equity securities by the Holders of Company (a majority of “Company Underwritten Offering”), if requested by the Registrable Securities participating in an underwritten Public Offeringmanaging underwriter for such offering, each Holder who Beneficially Owns 5% or more of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder outstanding Common Stock and any other Holder shall participating in such offering agrees to enter into a lock-up agreements with the managing underwriters agreement containing customary restrictions on transfers of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Underwritten Shelf Takedown or underwritten public equity offering) or any securities convertible into or exchangeable or exercisable for such securities, without the prior written consent from the Company, (B) enter into during a transaction which would have period specified by the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any equity securities, whether such transaction is managing underwriter not to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) exceed seven days prior to and (C) above, a “Sale Transaction”) from the date on which the Company gives notice not to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is exceed 90 days following the date of the final prospectus for pricing of such Underwritten Offering Shelf Takedown (a subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “FollowLock-On Holdback Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the underwriters Company’s directors and executive officers shall have signed, and Holders who Beneficially Own 5% or more of the outstanding Common Stock and any other Holders participating in such offering shall have been requested by the managing underwriter to sign lock-up agreements containing substantially similar terms and if any such Underwritten Offering otherwise agree in writing. The Company may impose stopPerson shall be subject to a shorter lock-transfer instructions with respect up period, receives more advantageous terms relating to the Ordinary Shares Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of such waiver; provided, further, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company, corporation, trust or other securitiessimilar Person from making a distribution of Registrable Securities to its partners, members, stockholders, beneficiaries or similar Persons, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2(a), (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2.5 until 2(a), or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such periodeffect and, in any event, that the Company’s underwriters in any relevant Underwritten Shelf Takedown shall be third party beneficiaries of this Section 2(a). The provisions of this Section 2(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. If required In connection with an underwritten public offering of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, by the Company for its own account or on behalf of any Holder or Other Holders of a majority of the Registrable Securities participating in an underwritten Public Offering(including pursuant to any Shelf Takedown), each Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably if requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with such underwritten offering, no Holder who is a Management Holder or who beneficially owns 5% or more of the IPO. In connection with all Underwritten Offerings, such Holder outstanding Common Shares shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge effect any sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the underwriters managing the underwritten public equity offering by the Company during a period beginning up to seven days prior to and ending up to 90 days from and including the date of pricing as reasonably requested by the underwriters managing the underwritten public equity offering (Bincluding pursuant to any Shelf Takedown) enter into a transaction which would have (or 180 days in the same effect as described in clause case of the Initial Public Offering) (the “Lock-Up Period”); provided that (A) above, (C) enter into the foregoing shall not apply to any swap, hedge or other arrangement Common Shares that transfers, in whole or in part, any are offered for sale as part of the economic consequences or ownership of any underwritten public equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A)offering, (B) such Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) above, a “Sale Transaction”) from the date on which such Lock-Up Period shall be subject to customary exceptions and not commence unless the Company gives notice notifies the Holders in writing prior to the Holders commencement of the Lock-Up Period; provided further, that nothing herein shall prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities Shares to the partners or stockholders thereof or a Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the applicable securities laws. Each Holder agrees to execute a lock-up agreement in favor of the circulation Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public offering of equity securities shall be third-party beneficiaries of this Section 5(d). Any discretionary waiver or termination of the requirements of this Section 5(d) made by the managing underwriters in connection with an underwritten offering shall apply to each Holder subject to this Section 5(d) on a pro rata basis in accordance with the Proportionate Percentages (assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) the Ordinary Shares Selected Underwriter has been selected pursuant to such request and (iii) agrees that (A) a pro rata waiver or other securitiestermination of requirements would not be commercially reasonable and (B) subject that the proposed waiver or termination of requirements is as close to the restrictions set forth in pro rata as would be commercially feasible. The provisions of this Section 2.5 until the end of such period.5(d) will no longer apply to a Holder if

Holders of Registrable Securities. If required by the Holders of a majority of the Registrable Securities participating in an underwritten Public Offering, each Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such any Underwritten Offering as a selling shareholderor other underwritten public offering of equity securities by the Company, (A) offerno Holder of equity securities of the Company, sellor any securities convertible into or exchangeable or exercisable for such securities, contract to sell, pledge shall effect any public sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, (B) enter or any securities convertible into a transaction which would have or exchangeable or exercisable for such securities, without prior written consent from the same effect as described in clause Company, (A) abovein the case of an Initial Public Offering, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of during the economic consequences or ownership of any equity securities, whether such transaction is seven days prior to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date 180-day period beginning on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for pricing of the Initial Public Offering or (B) solely with respect to any Holder participating in such Underwritten Offering Shelf Takedown or other underwritten public offering, during the seven days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown or other underwritten public offering (a the “FollowLock-On Holdback Up Period”), except as part of the Underwritten Offering, and (i) unless the underwriters managing such the Underwritten Offering or other underwritten public equity offering by the Company otherwise agree in writing. The Company may impose stopby written consent and (ii) only if such Lock-transfer instructions with respect Up Period (or a longer period) is applicable on substantially similar terms to the Ordinary Shares (Company and the executive officers and directors of the Company; provided that nothing herein will prevent any Holder that is a partnership, corporation, limited liability company or other securities) subject entity from making a distribution of Registrable Securities to the partners, stockholders, members or owners of interests thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.5 until 9(a). Each Holder agrees to execute a lock-up agreement in favor of the end Company’s underwriters to such effect (in each case on substantially the same terms and conditions as all Holders) and, in any event, that the Company’s underwriters in any relevant Underwritten Offering or other underwritten public offering shall be third party beneficiaries of such periodthis Section 9(a).

Holders of Registrable Securities. If required In connection with an underwritten public offering of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, by the Company for its own account or on behalf of any Holder or Other Holders of a majority of the Registrable Securities participating in an underwritten Public Offering(including pursuant to any Shelf Takedown), each Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably if requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with such underwritten offering, no Holder who is a Management Holder or who beneficially owns 5% or more of the IPO. In connection with all Underwritten Offerings, such Holder outstanding Common Shares shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge effect any sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the underwriters managing the underwritten public equity offering by the Company during a period beginning up to seven days prior to and ending up to 90 days from and including the date of pricing as reasonably requested by the underwriters managing the underwritten public equity offering (Bincluding pursuant to any Shelf Takedown) enter into a transaction which would have (or 180 days in the same effect as described in clause case of the Initial Public Offering) (the “Lock-Up Period”); provided that (A) above, (C) enter into the foregoing shall not apply to any swap, hedge or other arrangement Common Shares that transfers, in whole or in part, any are offered for sale as part of the economic consequences or ownership of any underwritten public equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A)offering, (B) such Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) above, a “Sale Transaction”) from the date on which such Lock-Up Period shall be subject to customary exceptions and not commence unless the Company gives notice notifies the Holders in writing prior to the Holders commencement of the Lock-Up Period; provided further, that nothing herein shall prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities Shares to the partners or stockholders thereof or a Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the applicable securities laws. Each Holder agrees to execute a lock-up agreement in favor of the circulation Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public offering of equity securities shall be third party beneficiaries of this Section 5(d). Any discretionary waiver or termination of the requirements of this Section 5(d) made by the managing underwriters in connection with an underwritten offering shall apply to each Holder subject to this Section 5(d) on a pro rata basis in accordance with the Proportionate Percentages (assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) the Ordinary Shares Selected Underwriter has been selected pursuant to such request and (iii) agrees that (A) a pro rata waiver or other securitiestermination of requirements would not be commercially reasonable and (B) subject that the proposed waiver or termination of requirements is as close to the restrictions set forth in pro rata as would be commercially feasible. The provisions of this Section 2.5 until 5(d) will no longer apply to a Holder if (x) such Holder ceases to hold any Registrable Shares or (y) such Holder beneficially owns less than 5% of the end of such periodoutstanding Common Shares or ceases to be a Management Holder, as applicable.

Holders of Registrable Securities. If required In connection with any Shelf Takedown or other underwritten public offering of equity securities by the Holders of Company (a majority of “Company Underwritten Offering”), if requested by the Registrable Securities participating in an underwritten Public Offeringmanaging underwriter for such offering, each Holder who Beneficially Owns 5% or more of Registrable Securities shall the outstanding shares of Common Stock on a fully diluted basis and any other Holder participating in such offering agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company (except with respect to such securities as are proposed to be offered pursuant to the Shelf Takedown or underwritten public equity offering), or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven days prior to and the 90-day period beginning on the date of pricing of such Shelf Takedown or underwritten public equity offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holders shall not be subject to the provisions hereof unless the Company’s directors, officers, holders who Beneficially Own 5% or more of the outstanding shares of Common Stock on a fully diluted basis and any other holders participating in such offering shall have signed lock-up agreements containing substantially similar terms with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by underwriter and if any such managing underwriter(s) and are also applicable person shall be subject to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into a shorter lock-up agreements with period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent any transfers from one Person to another Person within the Holder group, so long as no member of the Holder Group would be required to disclose such transfer to the SEC prior to the end of the Lock-Up Period. If requested by the managing underwriters of the IPO underwriter, each Holder agrees to execute a lock-up agreement in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities favor of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any equity securities, whether ’s underwriters to such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writingeffect. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the restrictions set forth in provisions of this Section 2.5 until the end of 4(a) will no longer apply to a Holder once such periodHolder ceases to hold Registrable Securities.

Holders of Registrable Securities. If required requested by the Holders of a majority of the Registrable Securities participating in an underwritten Public Offeringlead managing underwriter, each Holder who “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5.0%) or more of the issued and outstanding Common Stock of the Company and each Holder including Registrable Securities in any Underwritten Demand Offering, 10 19572323.8 Execution Version Exhibit 4.1 Underwritten Shelf Takedown or Piggyback Offering shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and not effect any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge public sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, (B) enter or any securities convertible into a transaction which would have the same effect as described in clause (A) aboveor exchangeable or exercisable for such securities, (Ci) enter into with respect to the Company’s first Underwritten Offering under the Securities Act for cash, for the seven (7) days prior to and the one hundred eighty (180) days beginning on the effective date of such registration plus up to an additional eighteen (18) days to the extent necessary to comply with applicable regulatory requirements following the effective date of such registration, (ii) with respect to any swapother Underwritten Demand Offering or Piggyback Offering in which Registrable Securities are included, hedge or the seven (7) days prior to and the ninety (90)-day period beginning on the effective date of such registration, and (iii) upon notice from the Company of the commencement of a distribution in connection with any other arrangement that transfersUnderwritten Offering (including, in whole or in partbut not limited to, any distribution in connection with any Shelf Registration) by or on behalf of the economic consequences or ownership of any equity securitiesCompany, whether such transaction is the seven (7) days prior to be settled by delivery of such equity securities, in cash or otherwise and the ninety (each of (A), (B) and (C) above, a “Sale Transaction”) from the date 90)-day period beginning on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of commencement of such distribution (the final prospectus for such Underwritten Offering (a “FollowLock-On Holdback Up Period”), in each case except as part of such Underwritten Offering, and in each case unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect to agree; provided, however, that (i) notwithstanding the Ordinary Shares (or other securities) foregoing, no Holder shall be subject to the provisions hereof unless all of the Company’s directors and officers (and their respective Affiliates) are subject to the Lock-Up Period and (ii) if any Other Holder of Registrable Securities of the Company or any of the Company’s directors and officers (or any of their respective Affiliates) shall be subject to a shorter period or receives more advantageous terms relating to the Lock-Up Period, then the Lock-Up Period shall be such shorter period and also on such more advantageous terms. The restrictions set forth in this Section 2.5 until 3(a) shall not be applicable to Transfers by Holders to Affiliates who agree to be bound by the end provisions hereof, Transfers related to securities owned by Holders as a result of open market purchases made following the closing of the applicable offerings, and other Transfers to which the underwriters managing such period.Underwritten Offering agree; provided, however, that nothing herein shall prevent a Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be bound by the terms hereof. The provisions of this Section 3(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b)

Holders of Registrable Securities. If required by Subject to the Holders last sentence of a majority of the Registrable Securities participating in an underwritten Public Offeringthis Section 6(a), each Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with any underwritten public offering of equity securities by the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge or otherwise dispose of Company (including sales pursuant to Rule 144any Shelf Takedown), directly no Holder who beneficially owns five percent (5%) or indirectly, more of the outstanding shares of New Common Stock (on a fully diluted basis assuming the conversion of all New Preferred Stock and the exercise of all Warrants) shall effect any public sale or distribution of equity securities of the Company, (B) enter or any securities convertible into a transaction which would have or exchangeable or exercisable for such securities, without the same effect as described in clause (A) aboveprior written consent of the Company, (Ci) enter into any swapin the case of an Initial Public Offering, hedge or other arrangement that transfers, in whole or in part, any of during the economic consequences or ownership of any equity securities, whether such transaction is seven days prior to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date 180-day period beginning on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten pricing of the Initial Public Offering or (ii) during the seven days prior to and the 90-day period beginning on the date of pricing of any other underwritten public equity offering (including pursuant to any Shelf Takedown) (each, a “FollowLock-On Holdback Up Period”), except as part of the underwritten public equity offering, and (A) unless the underwriters managing such Underwritten Offering underwritten public equity offering by the Company otherwise agree by written consent and (B) only if such Lock Up Period (or a longer period) is applicable on substantially similar terms to the Company and the executive officers and directors of the Company; provided, however, that if (1) during the last 17 days of a Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of a Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of a Lock-Up Period, then in each case such Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the managing underwriter(s) waives, in writing. The Company may impose stop-transfer instructions with respect , such extension; provided, further, that nothing herein will prevent any Holder from making a gift of Registrable Securities or prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the Ordinary Shares (partners or other securities) subject stockholders thereof or prevent any Holder from making a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as in each case such donees, distributees or transferees agree to be bound by the restrictions set forth in this Section 2.5 until 6, such transfer shall not involve a disposition for value and either (x) no filing by any party (donor, donee, transferor or transferee) under the end Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period) or (y) if a filing is required or is voluntarily made, such periodfiling discloses that such transfer did not involve a disposition for value and such donees, distributees or transferees will be bound by the restrictions set forth in this Section 6. Each Holder agrees to execute a customary lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public offering of equity securities shall be third party beneficiaries of this Section 6. The provisions of this Section 6 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. The provisions of this Section 6(a) will not apply in connection with any underwritten public offering of equity securities by the Company (including pursuant to any Shelf Takedown) within nine months of the date hereof in which the total offering price of the firm shares to be sold in such offering (excluding piggyback shares and before deduction of underwriting discounts) is not reasonably expected to exceed, in the aggregate, $75 million.

Holders of Registrable Securities. If required by Each Investor Holder agrees that in connection with any registered underwritten offering of Class A Common Stock for the Holders of a majority account of the Registrable Securities participating in an underwritten Public OfferingCompany or any other Investor Holder(s), each Holder of Registrable Securities shall enter into lock-up agreements with and upon request from the managing underwriter(s) for such offering, such Investor Holder shall not, without the prior written consent of an Underwritten Offering that are such managing underwriter(s), during such period as is reasonably requested by such the managing underwriter(s) (which period shall in no event be longer than ten (10) days prior to and are also applicable ninety (90) days after the launch of such offering (such period, the “Holdback Period”)), Transfer any Registrable Securities. The foregoing provisions of this Section 5(a) shall not apply to other Holders (i) offers or sales of Registrable Securities regardless of whether such holders’ securities that are included in such underwritten offering, (ii) a Transfer of Registrable Securities pursuant to the Underwritten Offeringterms of an agreement, contract, security or other instrument entered into or issued by an Investor Holder prior to the Holdback Period; provided that the Company and the managing underwriter(s) for such offering have received a copy of such agreement, contract, security or other instrument at least ten (10) days prior to the launch of such offering, and such agreement, contract, security or other instrument is described in, or included as an exhibit to, the corresponding Registration Statement as and to the extent appropriate or (iii) a pledge of Registrable Securities to secure a loan, and shall in each case be applicable to the Investor Holder only if, for so long as and to the extent that the Company, the directors and executive officers of the Company and each selling stockholder included in such offering are subject to the same restrictions. Each Investor Holder agrees to execute and deliver such customary agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 5(a) and are necessary to give further effect thereto. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters none of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the restrictions set forth in this Section 2.5 until 5(a) shall apply to a conversion or exchange of any Class B Common Units or Preferred Units in accordance with their respective terms (it being understood that such restrictions shall apply with respect to the end underlying shares of Class A Common Stock that may be issued upon such periodconversion or exchange).

Holders of Registrable Securities. If required In connection with an underwritten public offering of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, by the Company for its own account or on behalf of any Holder or Other Holders of a majority of the Registrable Securities participating in an underwritten Public Offering(including pursuant to any Shelf Takedown), each Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably if requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with such underwritten offering, no Holder who is a Management Holder or who beneficially owns 5% or more of the IPO. In connection with all Underwritten Offerings, such Holder outstanding Common Shares shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge effect any sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the underwriters managing the underwritten public equity offering by the Company during a period beginning up to seven days prior to and ending up to 90 days from and including the date of pricing as reasonably requested by the underwriters managing the underwritten public equity offering (Bincluding pursuant to any Shelf Takedown) enter into a transaction which would have (or 180 days in the same effect as described in clause case of the Initial Public Offering) (the “Lock-Up Period”); provided that (A) above, (C) enter into the foregoing shall not apply to any swap, hedge or other arrangement Common Shares that transfers, in whole or in part, any are offered for sale as part of the economic consequences or ownership of any underwritten public equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A)offering, (B) such Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) above, a “Sale Transaction”) from the date on which such Lock-Up Period shall be subject to customary exceptions and not commence unless the Company gives notice notifies the Holders in writing prior to the Holders commencement of the Lock-Up Period; provided further, that nothing herein shall prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities Shares to the partners or stockholders thereof or a Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the applicable securities laws. Each Holder agrees to execute a lock-up agreement in favor of the circulation Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public offering of equity securities shall be third- party beneficiaries of this Section 5(d). Any discretionary waiver or termination of the requirements of this Section 5(d) made by the managing underwriters in connection with an underwritten offering shall apply to each Holder subject to this Section 5(d) on a pro rata basis in accordance with the Proportionate Percentages (assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) the Ordinary Shares Selected Underwriter has been selected pursuant to such request and (iii) agrees that (A) a pro rata waiver or other securitiestermination of requirements would not be commercially reasonable and (B) subject that the proposed waiver or termination of requirements is as close to the restrictions set forth in pro rata as would be commercially feasible. The provisions of this Section 2.5 until 5(d) will no longer apply to a Holder if (x) such Holder ceases to hold any Registrable Shares or (y) such Holder beneficially owns less than 5% of the end of such periodoutstanding Common Shares or ceases to be a Management Holder, as applicable.

Holders of Registrable Securities. If required requested by the Holders of a majority of the Registrable Securities participating in an underwritten Public Offeringlead managing underwriter, each Holder who “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5.0%) or more of the issued and outstanding Common Stock of the Company and each Holder including Registrable Securities in any Underwritten Demand Offering, Underwritten Shelf Takedown or Piggyback Offering shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and not effect any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge public sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during (Bi) enter into with respect to any Underwritten Demand Offering, Underwritten Shelf Takedown or Piggyback Offering in which Registrable Securities are included, the seven (7) days prior to and the ninety (90)-day period beginning on the effective date of such registration, and (ii) upon notice from the Company of the commencement of a transaction which would have the same effect as described distribution in clause connection with any Underwritten Offering (A) aboveincluding, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in partbut not limited to, any distribution in connection with any Shelf Registration) by or on behalf of the economic consequences or ownership Company, the seven (7) days prior to and the ninety (90)-day period beginning on the date of any equity securities, whether such transaction is to be settled by delivery commencement of such equity securities, distribution (in cash or otherwise (each the case of (A), (Bi) and (C) aboveii), a the “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “FollowLock-On Holdback Up Period”), in each case except as part of such Underwritten Offering, and in each case unless the underwriters managing such Underwritten Offering otherwise agree in writing. The agree; provided, however, that if any other Holder of Registrable Securities of the Company may impose stop-transfer instructions with respect shall be subject to a shorter period or receives more advantageous terms relating to the Ordinary Shares (or other securities) Lock-Up Period, then the Lock-Up Period shall be such shorter period and also on such more advantageous terms and notwithstanding the foregoing, the Holders shall not be subject to the provisions hereof unless all of the Company’s directors and officers have signed lock-up agreements with the managing underwriters. The restrictions set forth in this Section 2.5 until 3(a) shall not be applicable to Transfers by Holders to Affiliates who agree to be bound by the end provisions hereof, Transfers related to securities owned by Holders as a result of open market purchases made following the closing of the applicable offerings, and other Transfers to which the underwriters managing such periodUnderwritten Offering agree; provided, however, that nothing herein shall prevent a Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be bound by the terms hereof. The provisions of this Section 3(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. If required by Each Holder who “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 promulgated under the Holders of a majority Exchange Act) five percent (5%) or more of the Registrable Securities participating in outstanding INSW Common Stock or who is an underwritten Public Offering, each Holder Affiliate of Registrable Securities shall enter into lock-up agreements the Company agrees with the managing underwriter(s) of an Underwritten Offering Company that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge not effect any public sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, (B) enter or any securities convertible into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole exchangeable or in part, any of the economic consequences or ownership of any equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus exercisable for such Underwritten Offering securities during the seven (7) days prior to and the date that is 90 days following ninety (90) day period beginning on the date of the final prospectus for such pricing of each Underwritten Offering or other underwritten public offering of equity securities of the Company (a the “FollowLock-On Holdback Up Period”), except as part of such Underwritten Offering or other underwritten public offering of equity securities of the Company unless (i) the Company otherwise agrees by written consent, (ii) the underwriters managing such Underwritten Offering or other underwritten public offering of equity securities of the Company otherwise agree in writing. The Company may impose stopby written consent and (iii) such Lock-transfer instructions with respect Up Period is applicable on substantially similar terms to the Ordinary Shares (Company and the executive officers and directors of the Company; provided that notwithstanding the foregoing any such Holder that is a partnership or other securities) subject corporation may make distributions of Registrable Securities to the partners or stockholders thereof or transfers of Registrable Securities to Affiliates that are otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.5 until 4(a). Each such Holder agrees with the end Company to execute a lock-up agreement in favor of the Company’s underwriters managing such periodUnderwritten Offering or other underwritten public offering of equity securities of the Company to such effect and that such underwriters shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holders of Registrable Securities. If required by the Holders of a majority of the Registrable Securities participating in an underwritten Public Offering, each Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offeringsany underwritten public offering of equity securities of the Company (including pursuant to any Shelf Takedown), such no Holder shall notwho beneficially owns two percent (2%) or more of the outstanding shares of New Common Stock, other than through participation and no Holder who is selling in such Underwritten Offering as a selling shareholderunderwritten public offering, whether beneficially owning two percent (A2%) or less of the outstanding shares of New Common Stock, shall sell, offer, sellpledge, contract to sellsell (including any short sale), pledge grant any option to purchase, transfer or otherwise dispose of (of, including sales any sale pursuant to Rule 144), directly or indirectly, any equity securities of the Company, (B) enter or any securities convertible into a transaction which would have the same effect as described in clause (A) above, (C) or exchangeable or exercisable for such securities or enter into any swaphedging transaction relating to any such securities, hedge or other arrangement that transfers, in whole or in part, any without the prior written consent of the economic consequences or ownership Company, during the seven days prior to and the 75-day period beginning on the date of any equity securities, whether such transaction is to be settled by delivery pricing of such underwritten public equity securities, in cash or otherwise offering (each of (A), (B) and (C) aboveeach, a “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “FollowLock-On Holdback Up Period”), except as part of the underwritten public equity offering, and (A) unless the underwriters managing such Underwritten Offering underwritten public equity offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect by written consent and (A) only if such Lock Up Period (or a longer period) is applicable on substantially similar terms to the Ordinary Shares Company and the Company uses its commercially reasonable efforts to cause each of its executive officers and directors to be subject to such Lock Up Period (or other securitiesa longer period) subject on substantially similar terms; provided, that nothing herein will prevent any Holder from making a gift of Registrable Securities or prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or stockholders thereof or prevent any Holder from making a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as in each case such donees, distributees or transferees agree to be bound by the restrictions set forth in this Section 2.5 until Error! Reference source not found., such transfer shall not involve a disposition for value and either (x) no filing by any party (donor, donee, transferor or transferee) under the end Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on Form 5 made after the expiration of the Lock-Up Period) or (y) if a filing is required or is voluntarily made, such periodfiling discloses that such transfer did not involve a disposition for value and such donees, distributees or transferees will be bound by the restrictions set forth in this Section Error! Reference source not found.. The term “hedging transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security that includes, relates to or derives any significant part of its value from the New Common Stock (other than a broad-based market basket or index). Each Holder agrees to execute a customary lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, the Company’s underwriters in any underwritten public offering of equity securities shall be third party beneficiaries of this Section Error! Reference source not found.. The provisions of this Section Error! Reference source not found. will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. Notwithstanding anything to the contrary set forth in this Agreement or any certificate, document, instrument or writing delivered in connection therewith, none of the provisions of this Agreement or any certificate, document, instrument or writing delivered in connection therewith shall in any way limit any Holder or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business.

Holders of Registrable Securities. If required by the Holders of a majority of the Registrable Securities participating in an underwritten Public Offering, each Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offeringsany Shelf Takedown or other underwritten public offering of equity securities by the Company, no Holder who “beneficially owns” (as such Holder shall notterm is defined under and determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent (5%) or more of the outstanding shares of Class A-2 Common Stock, other than through participation in such Underwritten Offering Class A Common Stock and Class B Common Stock (taken together as a selling shareholder, (Asingle class as-if converted to Class A common stock) offer, sell, contract to sell, pledge shall effect any public sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, (B) enter or any securities convertible into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole exchangeable or in part, any of the economic consequences or ownership of any equity exercisable for such securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) without prior written consent from the date Company, during the seven (7) days prior to and the 90-day period beginning on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of pricing of such Shelf Takedown (the final prospectus for such Underwritten Offering (a “FollowTakedown Lock-On Holdback Up Period”), except as part of the Shelf Takedown, and (i) unless the underwriters managing such Underwritten Offering the Shelf Takedown or other underwritten public equity offering by the Company otherwise agree in writing. The Company may impose stopby written consent and (ii) only if such Takedown Lock-transfer instructions with respect Up Period is applicable on substantially similar terms to the Ordinary Shares (Company and the executive officers and directors of the Company; provided that nothing herein will prevent any Holder that is a partnership or other securities) subject corporation from making a distribution of Registrable Securities to the partners or stockholders thereof or a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.5 until 4(a). Each Holder agrees to execute a lock-up agreement in favor of the end Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant Shelf Takedown shall be third party beneficiaries of this Section 4(a). The provisions of this Section 4(a) will no longer apply to a Holder once such periodHolder ceases to hold Registrable Securities.

Holders of Registrable Securities. If required In connection with any underwritten public offering of equity securities of the Company (an “Underwritten Offering”) as to which the Holder is included as a selling holder, if requested by the Holders managing Underwriter for such Underwritten Offering, the Holder agrees to enter into a lock-up agreement, in addition to any other lock-up agreement then in effect with respect to Registrable Securities, containing customary restrictions on transfers of a majority equity securities of the Registrable Securities Company (except with respect to such securities as are proposed to be offered pursuant to the Underwritten Offering), or any securities convertible into or exchangeable or exercisable for such securities, for a period not greater than seven (7) days prior to and ninety (90) days after the date of pricing of such Underwritten Offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that the Holder shall not be subject to the provisions hereof unless the Company’s directors, officers, and any other Persons participating in an underwritten Public Offering, each Holder of Registrable Securities such offering shall enter into have signed lock-up agreements containing substantially similar terms with the managing underwriter(sUnderwriter and if any such Person shall be subject to a shorter lock-up period, receives more advantageous terms relating to the Lock-Up Period or receives a waiver of its lock-up period from the Company or an Underwriter, then the Lock-Up Period shall be such shorter period, on such more advantageous terms and shall receive the benefit of that waiver; provided, further, that nothing herein will prevent (i) of an Underwritten Offering the Holder, to the extent that are reasonably requested by such managing underwriter(s) and are also applicable to other Holders it is a partnership, limited liability company or corporation, from making a distribution of Registrable Securities regardless of whether such holders’ securities are included to the partners, members or stockholders thereof or a transfer to an Affiliate that is otherwise in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements compliance with the managing underwriters of applicable securities laws, so long as such distributees or transferees agree to be bound by the IPO restrictions set forth in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholderthis Section 2.4, (Aii) offerthe exercise, sell, contract to sell, pledge exchange or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company, (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership conversion of any equity securitiessecurity exercisable or exchangeable for, whether or convertible into, Common Stock; provided, that the Common Stock issued upon such transaction is to exercise or conversion shall be settled by delivery of such equity securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) subject to the restrictions set forth in this Section 2.5 until 2.4. The provisions of this Section 2.4 will no longer apply to the end of Holder once such periodPerson ceases to hold Registrable Securities.

Holders of Registrable Securities. If required Notwithstanding anything contained herein to the contrary, if requested in writing by the Holders a managing underwriter, if any, of a majority of the Registrable Securities participating in an underwritten Public any Underwritten Offering, each Holder holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably requested by (whether or not participating in any such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and ) shall agree not to effect any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with the IPO. In connection with all Underwritten Offerings, such Holder shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge public sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly but excluding, to the extent permitted by the underwriter managing the registered public offering, sales effected to pay the exercise price of a stock option pursuant to any broker-assisted exercise or indirectly, any “cashless” exercise of such stock option) of equity securities of the Company, (B) or any securities, options or rights convertible into or exchangeable or exercisable for such securities, enter into a transaction which would have the same effect as described in clause (A) aboveeffect, (C) or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or of ownership of any equity such securities, whether any such aforementioned transaction is to be settled by delivery of such equity securities or other securities, in cash or otherwise (otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the period commencing on the earlier of (A), (B) and (C) above, a “Sale Transaction”) from the date on which the Company gives notice to the Holders of Registrable Securities of the circulation distribution of a preliminary or final prospectus for such in connection with an Underwritten Offering to or the date that is “pricing” of such offering and continuing for not more than 180 days (in the case of the IPO) or not more than 90 days following (in the case of any other underwritten public offering) after the date of the final prospectus (or prospectus supplement, in the case of a Shelf Offering) for such the Underwritten Offering (a “FollowLock-On Holdback Up Period”), unless except as otherwise agreed to by the underwriters managing underwriter and the holders of a majority of the Investor Registrable Securities included in such Underwritten Offering and except for sales made as part of such Underwritten Offering, if otherwise agree in writingpermitted. The Notwithstanding the foregoing, no holder of Other Registrable Securities that is not an officer or director of the Company may impose stop-transfer instructions with respect to the Ordinary Shares (or other securities) shall be subject to the Lock-Up Period in connection with an underwritten block Shelf Offering unless such holder of Other Registrable Securities was provided notice one day prior to such Underwritten Offering and provided the opportunity to participate therein (whether or not such holder elects to participate in such underwritten block trade). In the event that (a) the Company issues an earnings release or discloses other material information or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Lock-up Period or (B) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16 day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering hereunder to comply with FINRA Rule 2711(f)(4), if agreed to by the holders of a majority of the Investor Registrable Securities selling in such Underwritten Offering, the Lock-up Period shall be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). Notwithstanding the foregoing, none of the provisions or restrictions set forth in this Section 2.5 until 3(a) shall in any way limit Parthenon Capital Partners or any of its affiliates from engaging in any brokerage, investment advisory, financial advisory, market-making, arbitrage and other similar activities conducted in the end ordinary course of their business. Each holder of Registrable Securities shall execute such periodagreements with the underwriter for any Underwritten Offering evidencing the agreements set forth in this Section 3(a) in a form agreed to by (and executed by) the holders of majority of the Investor Registrable Securities participating in such Underwritten Offering. Each Holder agrees that the Company may direct the Company’s transfer agent to enter a stop transfer order during any Lock-Up Period applicable to such Holder, including during any Holdback Extension.

Holders of Registrable Securities. If required In connection with an underwritten public offering of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, by the Company for its own account or on behalf of any Holder or Other Holders of a majority of the Registrable Securities participating in an underwritten Public Offering(including pursuant to any Shelf Takedown), each Holder of Registrable Securities shall enter into lock-up agreements with the managing underwriter(s) of an Underwritten Offering that are reasonably if requested by such managing underwriter(s) and are also applicable to other Holders of Registrable Securities regardless of whether such holders’ securities are included in the Underwritten Offering. For the avoidance of doubt, the Shareholder and any other Holder shall enter into lock-up agreements with the managing underwriters of the IPO in connection with such underwritten offering, no Holder who is a Management Holder or who beneficially owns 5% or more of the IPO. In connection with all Underwritten Offerings, such Holder outstanding Common Shares shall not, other than through participation in such Underwritten Offering as a selling shareholder, (A) offer, sell, contract to sell, pledge effect any sale or otherwise dispose of distribution (including sales pursuant to Rule 144), directly or indirectly, any ) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the underwriters managing the underwritten public equity offering by the Company during a period beginning up to seven days prior to and ending up to 90 days from and including the date of pricing as reasonably requested by the underwriters managing the underwritten public equity offering (Bincluding pursuant to any Shelf Takedown) enter into a transaction which would have (or 180 days in the same effect as described in clause case of the Initial Public Offering) (the “Lock-Up Period”); provided that (A) above, (C) enter into the foregoing shall not apply to any swap, hedge or other arrangement Common Shares that transfers, in whole or in part, any are offered for sale as part of the economic consequences or ownership of any underwritten public equity securities, whether such transaction is to be settled by delivery of such equity securities, in cash or otherwise (each of (A)offering, (B) such Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) above, a “Sale Transaction”) from the date on which such Lock-Up Period shall be subject to customary exceptions and not commence unless the Company gives notice notifies the Holders in writing prior to the Holders commencement of the Lock-Up Period; provided further, that nothing herein shall prevent any Holder that is a partnership or corporation from making a distribution of Registrable Securities Shares to the partners or stockholders thereof or a Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the applicable securities laws. Each Holder agrees to execute a lock-up agreement in favor of the circulation Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public offering of equity securities shall be third-party beneficiaries of this Section 5(d). Any discretionary waiver or termination of the requirements of this Section 5(d) made by the managing underwriters in connection with an underwritten offering shall apply to each Holder subject to this Section 5(d) on a pro rata basis in accordance with the Proportionate Percentages (assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a preliminary or final prospectus for such Underwritten Offering to the date that is 90 days following the date of the final prospectus for such Underwritten Offering (a “Follow-On Holdback Period”), unless the underwriters managing such Underwritten Offering otherwise agree in writing. The Company may impose stop-transfer instructions Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) the Ordinary Shares Selected Underwriter has been selected pursuant to such request and (iii) agrees that (A) a pro rata waiver or other securitiestermination of requirements would not be commercially reasonable and (B) subject that the proposed waiver or termination of requirements is as close to the restrictions set forth in pro rata as would be commercially feasible. The provisions of this Section 2.5 until 5(d) will no longer apply to a Holder if (x) such Holder ceases to hold any Registrable Shares or (y) such Holder beneficially owns less than 5% of the end of such periodoutstanding Common Shares or ceases to be a Management Holder, as applicable.