Common use of Lock-Up Agreement Clause in Contracts

Lock-Up Agreement. Each Member hereby agrees that in connection with an Initial Public Offering, and upon the request of the managing underwriter in such offering, such Member shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliates.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial the initial Public OfferingOffering of the Company’s Securities, and upon the request of the managing underwriter in such offering, such Member shall notholder will not lend, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities Securities of the IPO Entity)Company held immediately prior to the effectiveness of the registration statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, Securities of the Company (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions , but excluding shares of this Section 11.5(c) shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering or other offering if otherwise permittedregistration), and shall in each case, without the prior written consent of such underwriter, for such period of time as may be applicable requested by such underwriter not to exceed 180 days after the effective date of such registration (subject to extension by the managing underwriter to the Members only if all Directors and Officers extent required to comply with Rule 5110 of the Company and all Members owning more than 1% Financial Industry Regulatory Authority, Inc.). The obligation of the holders of Registrable Securities under this Section 11 is conditioned upon the agreement of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute officers, directors and deliver such other agreements as may be reasonably requested by greater than one percent 1% stockholders of the Company or the managing underwriter which are consistent with the foregoing or which are necessary (calculated on a fully-diluted, as-converted to give further effect theretoCommon Shares basis) to be bound to terms similar to those contained in this Section 11. Notwithstanding anything to the contrary contained in this Section 11.5(c)11, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 11 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) % of the Company’s outstanding Units Securities of the Company (or the IPO Entity’s equivalent common equity securitiescalculated on an as-converted to Common Share basis). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliates.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offering, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 one hundred eighty (180) days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)Registration Statement for such offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2(a), Section 2(b), Section 2(c) or other offering if otherwise permittedSection 3(a), and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 1% five percent (5%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one five percent (15%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby agrees that in In connection with an Initial Public Offering, the initial public offering of any capital stock of the Company and upon the request of the Company or the underwriters managing underwriter such offering of the Company’s capital stock, Holder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than those included in such offeringthe registration, such Member shall not, if any) without the prior written consent of the Company or such managing underwriterunderwriters, during as the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (case may be, for such period of time (not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge from the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership closing of such securitiesoffering, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or such managing underwriters, and to execute an agreement reflecting the foregoing as may be requested by the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything underwriters prior to the contrary contained in this Section 11.5(cCompany’s initial public offering. In addition, upon request of the Company or the underwriters managing a public offering of the Company’s securities (other than the initial public offering), each Member shall Holder hereby agrees to be releasedbound by similar restrictions, pro rataand to sign a similar agreement, from any in connection with no more than one additional registration statement filed within 12 months after the closing date of the initial public offering, provided that the duration of the lock-up period with respect to such additional registration shall not exceed 90 days from the closing of such additional offering. Notwithstanding the foregoing, the Company shall use its commercially reasonable efforts to cause any such agreement entered into pursuant to this Section 11.5(c) contain a phased release from the lock-up period contained in the event and to agreement based on the extent that the managing underwriter or the Company permit any discretionary Company’s achievement of certain performance milestones. Any waiver or termination of the restrictions of any lock-up agreement pertaining or all of such agreements by the Company or the managing underwriters shall apply to any Director, Officer or holder all securityholders subject to such agreements pro rata based on the number of greater than one percent (1%) shares subject to such agreements. The underwriters of the Company’s outstanding Units (or stock are intended third-party beneficiaries of this Section 3(f) and shall have the IPO Entity’s equivalent common equity securities). Notwithstanding right, power and authority to enforce the foregoing and for the avoidance provisions of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesthis Section 3(f) as though they were parties to this Agreement.

Lock-Up Agreement. Each Member hereby agrees that in connection Concurrent with an Initial Public Offeringthe execution, and upon as a condition to the request effectiveness, of this Agreement, Optionee has executed the Lock-Up Agreement in the form attached hereto as Exhibit B. Optionee further agrees, if requested by the Company and/or any underwriters managing the Company’s Public Offering of the managing underwriter Common Stock (but only if the Lock-Up Agreement attached hereto as Exhibit B is no longer in such offering, such Member shall not, without effect) or any subsequent offering of securities of the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter Company (such period not to exceed 180 daysan “Offering”), to enter into a lock-up agreement in the form prepared by the Company and/or the underwriters pursuant to which Optionee will not (ia) lend, offer, pledge, sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Units of the Common Stock or Unit Equivalents (including any equity securities of the IPO EntityCompany convertible into or exercisable or exchangeable for the Common Stock (and excluding any shares subsequently purchased by Optionee on the open market or in such offering), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesCommon Stock, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units the Common Stock or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions , without the prior consent of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)underwriter, each Member shall be released, pro rata, from any provided that such lock-up agreement entered into pursuant to this Section 11.5(c) time period shall not exceed 180 days from the effective date of such initial public offering, or, in the event case of subsequent offerings of securities, 90 days from the effective date of such subsequent offering and any extension required by rules and regulations applicable to the extent underwriters; provided that with respect to any initial public offering or any such subsequent offering, the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any Company’s executive officers, directors and Cortec also enter into such a lock-up agreement pertaining agreement; and provided further that no lock-up shall be required with respect to any Directorfiling of a registration statement on Form S-4 under the Securities Act of 1933, Officer as amended (the “Securities Act”), or holder the filing of greater than one percent (1%) a Form S-8 or other applicable form under the Securities Act for the purpose of registering shares of common stock issuable under any Company equity incentive plan. In addition, Optionee waives any registration rights he or she may have with respect to any Offering of the Company’s outstanding Units (Common Stock, whether pursuant to the Stockholders Agreement or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesotherwise.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company's Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 thirty (30) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), ninety (i90) days in the case of any registration) (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for shares of Common Stock (including whether such shares or any equity such securities of are then owned by the IPO EntityHolder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 3 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering or other offering if otherwise permitted, pursuant to Section 2(a) and shall be applicable to the Members holder of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 1% ten (10%) percent of the Company’s 's outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)3, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 3 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent ten (110%) percent of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member Warrantholder hereby agrees that not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the underlying securities issuable upon exercise of this Warrant for a period of up to 180 days after a firm commitment underwritten initial public offering of the Company, other than a transfer or distribution to Landlord, to any partner of Landlord, or to any affiliate of Warrantholder, of Landlord or of any such partner of Landlord, and then only so long as such transferee agrees in writing to be bound by the restrictions set forth in this Section and so long as the number of any such partners or affiliates who are transferees or distributees does not exceed five (5) in the aggregate (a "Permitted Transfer"). Moreover, in connection with an Initial Public Offeringany registration of the Company's securities, and upon the request of the Company or the underwriters managing underwriter any underwritten offering of the Company's securities, Warrantholder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any underlying securities issued or issuable upon exercise of this Warrant (other than those included in such offering, such Member shall not, the registration or other than a Permitted Transfer) without the prior written consent of the Company or such managing underwriterunderwriters, during as the case may be, for such period commencing of time (not to exceed 180 days prior to days) from the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent underwriters may specify. Furthermore, Warrantholder hereby agrees and consents to the entry of stop transfer instructions with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to Company's transfer agent against the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination transfer of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) underlying securities issuable upon exercise of the Company’s outstanding Units (or Warrant held by the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall Warrantholder except in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anticompliance with this Lock-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesUp Agreement.

Lock-Up Agreement. Each Member Holder hereby agrees that in connection with an Initial Public Offering, and upon the request of the managing underwriter in such offering, such Member shall it will not, without the prior written consent of such the managing underwriter, during the period commencing 180 days prior on the date of the final prospectus relating to the effective date of such registration IPO and ending on the date specified by such the Company and the managing underwriter (such period not to exceed 180 one hundred eighty (180) days), which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (i) lend; offer, ; pledge, ; sell, ; contract to sell, grant ; sell any option or contract to purchase, ; purchase any option or contract to sell; grant any option, hedge the beneficial ownership of right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents any securities convertible into or exercisable or exchangeable (including any equity securities directly or indirectly) for Common Stock held immediately before the effective date of the IPO Entity), Registration Statement or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units Common Stock or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash cash, or otherwise. The foregoing provisions of this Section 11.5(c) 2.9 shall apply only to the IPO, shall not apply to sales the sale of securities any shares to be included in such Initial Public Offering or other offering if otherwise permittedan underwriter pursuant to an underwriting agreement, and shall be applicable to the Members Holders only if all Directors officers and Officers of directors are subject to the same restrictions and the Company and uses commercially reasonable efforts to obtain a similar agreement from all Members stockholders individually owning more than 1% five percent (5%) of the Company’s outstanding Units Common Stock (or after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO Entity’s equivalent common equity securities) are subject intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the same restrictionsprovisions hereof as though they were a party hereto. Each Member Holder further agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which underwriters in connection with such IPO that are consistent with the foregoing this Section 2.9 or which that are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any Any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder all of greater than one percent (1%) of such agreements by the Company’s outstanding Units (Company or the IPO Entity’s equivalent common equity securities). Notwithstanding underwriters shall apply pro rata to all Holders subject to such agreements, based on the foregoing and for the avoidance number of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of shares subject to such Member or its Affiliatesagreements.

Lock-Up Agreement. Each Member Stockholder hereby agrees that in connection with an Initial Public Offering, and upon the request any registration of securities of the managing Company relating to an underwritten offering thereof to the general public, to the extent requested by the Company or the underwriter in of such offering, such Member Stockholder (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company) shall not, without the prior written consent of whether or not such managing underwriter, during the period commencing 180 days prior to the effective date of Stockholder is participating in such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledgeregistration, sell, contract to sell, grant any option or contract right to purchase, purchase any option or contract to selllend, hedge the beneficial ownership of or otherwise dispose ofpledge, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such securitiesregistration) without the prior written consent of the Company or the applicable underwriters, whether as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such transaction described offering, such Stockholder shall enter into a lock-up agreement in clause the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) above is terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be settled by delivery third-party beneficiaries of Units or Unit Equivalents (including equity securities of this Section 2(j) and such beneficiaries shall be entitled to enforce the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c2(j) an their own behalf as though they were a party hereto. The provisions of this Section 2(j) shall not apply be deemed to sales of securities to be included prevent the Stockholders from exercising their rights under Section 2(b) hereof in connection with any such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesunderwritten offering.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany registered offering of Common Stock or other equity securities of the Company, and upon the request of the managing underwriter in such offering, if, after giving effect to the disposition of Common Stock in such Member offering such holder of such Registrable Securities would continue to own at least 10% of the total number of outstanding shares of Common Stock, such holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 10 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysdays without the prior written consent of a majority of the holders of Registrable Securities to be included in such offering), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for Common Stock (including whether such shares or any equity such securities of the IPO Entityare then owned by such holder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2 or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictionsSection 3(a). Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which that are consistent with the foregoing or which that are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted holders participating in the ordinary course of business of such Member or its Affiliatesapplicable offering.

Lock-Up Agreement. Each Member hereby agrees that (a) In consideration of the issuance of common stock of Acquisition Co. in connection with an Initial Public Offeringexchange for the Subject Shares (the “Acquisition Co. Shares”) to each of the Stockholders pursuant to the terms of the Merger Agreement, and upon of other good and valuable consideration, the request receipt and sufficiency of which are hereby acknowledged, and notwithstanding any registration of the managing underwriter in such offeringAcquisition Co. Shares under the Securities Act of 1933, such Member shall notas amended (the “Securities Act”), without the prior written consent of such managing underwritereach Stockholder agrees that, during the period commencing 180 beginning from the Effective Time (as defined in the Merger Agreement) and continuing for ninety (90) days prior thereafter (as the same may be extended pursuant to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysthis Section 2(a), the “Release Date”) (ithe “Lock-up Period”), each Stockholder will not, directly or indirectly, through an “affiliate” or “associate” (as such terms are defined in the General Rules and Regulations under the Securities Act), a family member or otherwise, (a) offer, pledge, sell, contract to sell, grant pledge, hypothecate, encumber, assign, tender, make any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of short sale or otherwise dispose of, directly or indirectlyenter into any contract, or other arrangement or understanding with respect to the sale or other disposition or transfer or grant any Units rights with respect to any Acquisition Co. Shares, privately or Unit Equivalents (including any equity securities publicly, pursuant to Rule 144 of the IPO Entity)General Rules and Regulations under the Securities Act or otherwise, or (iib) enter into engage directly or indirectly in any swap or other arrangement that transfers to another, in whole or in part, any transaction the likely result of the economic consequences of ownership of such securities, whether any such which would involve a transaction described in prohibited by clause (ia), except as permitted by Section 2(e) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of below. Notwithstanding the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales 2(a), at the request of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company underwriters or the managing underwriter which are in connection with a proposed transaction or public offering by Acquisition Co., each Stockholder will agree to extend the Lock-up Period for a term consistent with the foregoing or period for which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up Chief Executive Officer of Acquisition Co. enters into an agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination imposing on his shares of the Acquisition Co. Common Stock similar restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliateson transfer.

Lock-Up Agreement. Each Member hereby agrees that (a) In consideration of the issuance of common stock of Acquisition Co. in connection with an Initial Public Offeringexchange for the Subject Shares (the “Acquisition Co. Shares”) to each of the Stockholders pursuant to the terms of the Merger Agreement, and upon of other good and valuable consideration, the request receipt and sufficiency of which are hereby acknowledged, and notwithstanding any registration of the managing underwriter in such offeringAcquisition Co. Shares under the Securities Act of 1933, such Member shall notas amended (the “Securities Act”), without the prior written consent of such managing underwritereach Stockholder agrees that, during the period commencing 180 beginning from the Effective Time (as defined in the Merger Agreement) and continuing for ninety (90) days prior thereafter (as the same may be extended pursuant to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysthis Section 2(a), the “Release Date”) (ithe “Lock-up Period”), each Stockholder will not, directly or indirectly, through an “affiliate” or “associate” (as such terms are defined in the General Rules and Regulations under the Securities Act), a family member or otherwise, (a) offer, pledge, sell, contract to sell, grant pledge, hypothecate, encumber, assign, tender, make any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of short sale or otherwise dispose of, directly or indirectlyenter into any contract, or other arrangement or understanding with respect to the sale or other disposition or transfer or grant any Units rights with respect to any Acquisition Co. Shares, privately or Unit Equivalents (including any equity securities publicly, pursuant to Rule 144 of the IPO Entity)General Rules and Regulations under the Securities Act or otherwise, or (iib) enter into engage directly or indirectly in any swap or other arrangement that transfers to another, in whole or in part, any transaction the likely result of the economic consequences of ownership of such securities, whether any such which would involve a transaction described in prohibited by clause (ia), except as permitted by Section 2(e) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of below. Notwithstanding the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales 2(a), at the request of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company underwriters or the managing underwriter which are in connection with a proposed transaction or public offering by the Company, each Stockholder will agree to extend the Lock-up Period for a term consistent with the foregoing or period for which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up Chief Executive Officer of Acquisition Co. enters into an agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination imposing on his shares of the Acquisition Co. Common Stock similar restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliateson transfer.

Lock-Up Agreement. Each Member hereby Holder agrees that in connection with an Initial Public Offeringany registered offering of Common Shares or other Equity Securities, and upon the request of the managing underwriter in such offering, such Member Holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 ten (10) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 90 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units Common Shares or Unit Equivalents any securities convertible into, exercisable for or exchangeable for Common Shares (including whether such shares or any equity such securities of are then owned by the IPO EntityHolder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Shares or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c5.5(e) shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering or other offering if otherwise permittedpursuant to Section 5.5(a), and shall be applicable to the Members Holders only if all Directors officers and Officers directors of the Company and all Members shareholders owning more than 15.0% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Shares are subject to the same restrictions. Each Member Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c5.5(e), each Member Holder shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c5.5(e) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 5.0% of the Company’s outstanding Units Common Shares. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 5.5(e) and shall have the right and power to enforce the provisions hereof as though they were a party hereto. The Company shall not effect any sale registered under the Securities Act or distribution of its equity securities, or any securities convertible into, exercisable for or exchangeable for shares of such securities, during the ten (10) days prior to and during the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten registered offering of Common Shares (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the IPO Entity’s equivalent common equity securitiesCompany pursuant to any employee stock plan or other employee benefit arrangement). Notwithstanding , (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member Securities Act or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activitysuccessor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar activities conducted in plan), unless the ordinary course managing underwriter of business of any such Member or its Affiliatesunderwritten registration otherwise agrees.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company’s Common Stock or other equity securities, and upon the written request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 ten (10) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysninety (90) days in the case of any registration), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)registration statement for such offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2(a), Section 2(b) or other offering if otherwise permittedSection 3(a), and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 15% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 5% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby DARA agrees that in connection with an Initial Public Offeringthat, and upon at the request of the managing underwriter underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such offeringLock-Up Agreement, such Member DARA will agree that it shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending beginning on the date specified by such managing underwriter (such period not of the prospectus for the delivery of shares of Common Stock pursuant to exceed 180 days), the IPO and ending either (i) one hundred eighty (180) days thereafter, or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the date of the prospectus for the delivery of shares of Common Stock pursuant to the IPO, such earlier date: (a) offer, pledge, sell, announce the intention to sell, contract to sell, grant sell any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly any shares of Common Stock or indirectly, any Units or Unit Equivalents Derivative Securities; (including any equity securities of the IPO Entity), or (iib) enter into any swap or other arrangement that transfers to anotheranother Person, in whole or in part, any of the economic consequences of ownership of such securitiesshares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units shares of Common Stock or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions In addition, upon the Closing and prior to the earlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not transfer or dispose of any shares of Common Stock or any Derivative Securities (other than pursuant to this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 11.5(c) 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall not apply to sales be of securities to be included in such Initial Public Offering any force or other offering if otherwise permittedeffect, and no such transfer shall be applicable to made or recorded on the Members only if all Directors and Officers books of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictionsSVI. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained DARA acknowledges that its covenants in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered 8.2 are a material inducement for SVI to enter into pursuant to this Section 11.5(c) in the event Agreement and to consummate the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesContemplated Transactions.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with any registered offering of the Common Stock or other equity securities of the Company that constitutes an Initial Public OfferingIPO, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days 15 Business Days prior to the effective date of such registration and ending on until the date specified by such managing underwriter (such period not to exceed 180 daysdays following the pricing in the case of any registration under the Securities Act), (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Common Stock or any securities convertible into, exercisable for or exchangeable for Common Stock (whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 4 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a), Section 2(b), Section 2(c), Section 2(d), or Section 3(a), and shall be applicable to the holders of Registrable Securities only if all executive officer and directors of the Company and all stockholders of the Company’s outstanding shares of Common Stock are subject to the same restrictions. Notwithstanding the foregoing, following any Demand Registration or Piggyback Registration involving an underwritten public offering, the Company shall cause each of its directors and executive officers to enter into customary lock-up agreements with the managing underwriter of such underwritten offering, pursuant to which such holders shall not, without the prior written consent of the managing underwriter, during the 15 Business Days prior to the effective date of such registration and until the date specified by such managing underwriter (such period not to exceed 90 days following the closing of such offering), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for Common Stock (including whether such shares or any equity such securities of are then owned by the IPO Entityholder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions Each holder of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto; provided that, the Preferred Investors shall only be required to enter into lock-up agreements if they are participating in an underwritten Piggyback Shelf Takedown, in which case the Preferred Investors may be required to enter into lock-up agreements that are no more onerous than the lock-up agreements being entered into by other holders of the Company’s outstanding shares of Common Stock in connection with such underwritten Piggyback Shelf Takedown, and only to the extent that Snapdragon Capital Partners and its Affiliates who hold Common Stock, all directors and executive officers of the Company and all holders of five percent (5%) or more of the Company’s outstanding Common Stock (calculated on an as-converted basis) who participate in such underwritten Piggyback Shelf Takedown have entered into such lock-up agreements. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorexecutive officer, Officer director or holder of greater than one percent (1%) % of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance shares of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby Holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company’s Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member Holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 90 days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)registration statement for such offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 5 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2(a), 3(a) or other offering if otherwise permitted4(a), and shall be applicable to the Members Holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 110% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)5, each Member Holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 5 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 10% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company's Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 thirty (30) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), ninety (i90) days in the case of any registration) (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units Common Shares or Unit Equivalents any securities convertible into, exercisable for or exchangeable for Common Shares (including whether such shares or any equity such securities of are then owned by the IPO EntityHolder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 3 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering or other offering if otherwise permitted, pursuant to Section 2(a) and shall be applicable to the Members holder of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 1% ten (10%) percent of the Company’s 's outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)3, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 3 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent ten (110%) percent of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company’s Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 30 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days)underwriter, (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)registration statement for such offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2(a), or other offering if otherwise permittedSection 3(a), and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 110% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing foregoing, or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit permits any discretionary waiver or termination of the restrictions of any such lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 10% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby agrees that During the period commencing on the Closing Date and throughout the Technology Collaboration Term (as defined in connection with an Initial Public Offeringthe Collaboration Agreement, and upon as amended), including any extension thereof (the request of the managing underwriter in such offering, such Member shall not“Lock-Up Period”), without the prior written consent approval of such managing underwriterthe Board of Directors of the Company, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period Investor shall not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership Dispose of or otherwise dispose transfer any of the shares of Common Stock held by the Investor or any of its Controlled Subsidiaries (together with (1) any shares of Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization and (2) any shares of Common Stock issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, directly or indirectlythe Shares) (the “Lock-Up Securities”), including, without limitation, any Units “short sale” or Unit Equivalents (including any equity securities of the IPO Entity)similar arrangement, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of such securitiesthe Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise; provided, however, that the foregoing shall not prohibit the Investor or its Controlled Subsidiaries from transferring Lock-Up Securities to an Affiliate of the Investor if such transferee Affiliate executes an agreement with the Company to be bound by the restrictions set forth in Section 10.1(a) and Section 10.2. The foregoing provisions Notwithstanding any other provision of this Section 11.5(c) 10.2, this Section 10.2 shall not apply to sales prohibit or restrict any disposition of securities to be included Lock-Up Securities by the Investor in such Initial Public Offering connection with (A) a bona fide tender offer by a Person other than the Investor or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers Company involving a Change of Control of the Company and all Members owning more than 1% that is not opposed by the Company’s Board of Directors (but only after the Company’s filing of a Schedule 14D-9, or any amendment thereto, with the SEC disclosing the recommendation of the Company’s outstanding Units Board of Directors with respect to such tender offer); or (or the IPO Entity’s equivalent common equity securitiesB) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested an issuer tender offer by the Company or Company. For the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in purposes of this Section 11.5(c)Agreement, each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliates.“Change of

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company's Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the 180 day period commencing 180 days prior to the effective date of such registration and ending on until the date specified by such managing underwriter (such period not to exceed 180 360 days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for shares of Common Stock (including whether such shares or any equity such securities of are then owned by the IPO EntityHolder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2(a), Section 2(b) or other offering if otherwise permittedSection 3(a), and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 15% of the Company’s 's outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 5% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member Investor, Holder and transferee hereby agrees that that, in connection with an Initial Public Offering, and upon the request initial public offering of the managing underwriter in such offeringCompany under the Securities Act or under Canadian Securities Laws, if so requested by the Company or any representative of the underwriters (the “Managing Underwriter”), such Member Investor, Holder or transferee shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) lend; offer, ; pledge, ; sell, ; contract to sell, grant ; sell any option or contract to purchase, ; purchase any option or contract to sell; grant any option, hedge the beneficial ownership of right, or warrant to purchase; or otherwise transfer or dispose of, of (directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity), ; or (ii) enter into any hedging, swap or other arrangement that transfers to another, in whole or in partsimilar transaction with the same economic effect as a sale of, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the Company held by such Investor, Holder or transferee immediately prior to the effectiveness of the registration statement for such offering (other than those securities included in such registration statement), during the period specified by the Board of Directors at the request of the Managing Underwriter (the “IPO EntityMarket Standoff Period”), with such period not to exceed one hundred eighty (180) days following the effective date of such registration statement (or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(cperiod up to an additional thirty-four (34) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements days as may be reasonably requested by the Company or the managing underwriter which underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711 or NYSE Member Rule 472, or any similar regulations and successor provisions or amendments thereto). The foregoing shall only be applicable to the Holders if all officers, directors and shareholders holding one percent (1%) or more of the Company’s outstanding capital stock are subject to similar obligations. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such IPO Market Standoff Period. Each Investor, Holder and transferee agrees to execute a market standoff agreement with the Managing Underwriter in customary form consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in provisions of this Section 11.5(c), each Member 7. The Company agrees to use commercially reasonable efforts to ensure that all future issuance of Company securities shall be released, pro rata, from any subject to a lock-up agreement entered into pursuant to or market standoff provision at least as restrictive as the provisions of this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any 7. Any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder all of greater than one percent (1%) of such agreements by the Company’s outstanding Units (Company or the IPO Entity’s equivalent common equity securities). Notwithstanding underwriters shall apply pro rata to all Investors and Holders subject to such agreements, based on the foregoing and for the avoidance number of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of shares subject to such Member or its Affiliatesagreements.

Lock-Up Agreement. Each Member hereby Holder of Registrable Securities agrees that in connection with an Initial Public Offeringany underwritten public offering of the Company’s Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysdays in the case of an IPO or 90 days in the case of any registration other than an IPO), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for shares of Common Stock (including whether such shares or any equity such securities of are then owned by the IPO EntityHolder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise; provided that any Holder may distribute shares of Common Stock to one or more of its members who agree in writing to be bound by and subject to the terms and conditions set forth in this Section 3 with respect to any registration declared effective prior to such distribution, subject to any contractual lock-up agreement entered into with the underwriters of any underwritten public offering of the Company’s Common Stock. The foregoing provisions of this Section 11.5(c) 3 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2.1, Section 2.2 or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictionsSection 2.3. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which that are consistent with the foregoing or which that are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliates.

Lock-Up Agreement. (a) Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company’s Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on until the date specified by such managing underwriter (such period not to exceed 180 90 days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for shares of Common Stock (including whether such shares or any equity such securities of are then owned by the IPO EntityInvestor or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesRegistrable Securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 7 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 5(a) or other offering if otherwise permittedSection 6(a), and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 15% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)7, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 7 in the event and to the extent that the managing underwriter or the Company permit permits any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 5% of the Company’s outstanding Units (or Common Stock. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 7 and shall have the IPO Entity’s equivalent common equity securities)right and power to enforce the provisions hereof as though they were a party hereto. Notwithstanding anything to the foregoing and for contrary, this Section 7(a) shall not be applicable (A) against any holder of Registrable Securities who was not provided the avoidance of doubt, it is understood and agreed opportunity to include such holder’s Registrable Securities in such offering pursuant to Section 6(a) or (B) with respect to any Registrable Securities such holder requested to be included in such offering that nothing contained herein shall in any way limit a Member were not so included pursuant to Section 6(b) or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesSection 6(c).

Lock-Up Agreement. In consideration of the Underwriters' agreement to purchase, and undertake the Offering of, the Common Stock, each Stockholder agrees not to, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise sell or dispose (or announce any offer, sale, offer of sale, contract of sale, pledge, grant of an option to purchase or other sale or disposition) of any Common Stock (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned by a Stockholder in accordance with the rules and regulations of the SEC and shares of Common Stock which may be issued upon exercise of a stock option or warrant) or any securities convertible into or exercisable or exchangeable for such Common Stock in any manner, transfer all or a portion of the economic consequences associated with the ownership of the Common Stock, for a period of 180 days after the effective date of the Registration Statement, other than (i) as a gift or gifts, provided the donee or donees thereof agree in writing to be bound by this Article III, (ii) transfers to a transferor's affiliate, as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), provided the transferee or transferees thereof agree in writing to be bound by this Article III, or (iii) with the prior written consent of Prudential Securities Incorporated. Each Member hereby Stockholder agrees that in connection with an Initial Public Offering, and upon for a period of 180 days after the request effective date of the managing underwriter in such offeringRegistration Statement, such Member shall notStockholder will not exercise any rights that such Stockholder may have to cause the Company to register (under the Securities Act or otherwise) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesPrudential Securities Incorporated.

Lock-Up Agreement. Each Member Purchaser hereby agrees that not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the underlying securities issuable upon exercise of its Warrant for a period of up to 180 days after a firm commitment underwritten initial public offering of the Company, other than a transfer or distribution to Landlord, to any partner of Landlord, or to any affiliate of such Purchaser or of Landlord or of any such partner of Landlord, and then only so long as such transferee agrees in writing to be bound by the restrictions set forth in this Section and so long as the number of any such partners or affiliates who are transferees or distributees does not exceed five (5) in the aggregate (a "Permitted Transfer"). Moreover, in connection with an Initial Public Offeringany registration of the Company's securities, and upon the request of the Company or the underwriters managing underwriter any underwritten offering of the Company's securities, each Purchaser hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any underlying securities issued or issuable upon exercise of its Warrant (other than those included in such offering, such Member shall not, the registration or other than a Permitted Transfer) without the prior written consent of the Company or such managing underwriterunderwriters, during as the case may be, for such period commencing of time (not to exceed 180 days prior to days) from the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units or Unit Equivalents (including any equity securities of the IPO Entity), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent underwriters may specify. Furthermore, each Purchaser hereby agrees and consents to the entry of stop transfer instructions with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to Company's transfer agent against the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination transfer of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) underlying securities issuable upon exercise of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall Warrant held by such Purchaser except in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anticompliance with this Lock-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesUp Agreement.

Lock-Up Agreement. Each Member hereby holding Registrable Securities agrees that in connection with an any Initial Public OfferingOffering or any underwritten registered offering of the Registrable Securities in connection with this Section 10.1, and upon the request of the managing underwriter in such offering, such Member shall notagree not to, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysone hundred and eighty (180) days following the closing of the offering in the case of an Initial Public Offering or ninety (90) days following the closing of the offering in the case of any other underwritten registered offering), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units Registrable Securities or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for Registrable Securities held immediately before the effectiveness of the IPO Entity)Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers Transfers to anotheranother Person, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Registrable Securities or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c10.1(h) shall not apply to sales of securities to be included (A) Members holding Registrable Securities that are not participating in such the applicable registered offering or (B) in connection with any Initial Public Offering or other offering if otherwise permittedOffering, and shall be applicable to the Members only if all Directors and Officers holding less than five percent (5%) of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictionsRegistrable Securities. Each Member of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which that are consistent with the foregoing or which that are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliates.

Lock-Up Agreement. Each Member hereby agrees that In consideration for Coty Parent agreeing to its obligations under this Agreement, each holder of Registrable Securities agrees, in connection with an Initial Public Offeringany underwritten offering made pursuant to a Registration Statement in which such holder is eligible to participate, and including any registration statement pursuant to which such holder of Registrable Securities may have requested to include Registrable Securities pursuant to this Agreement whether or not so requested, upon the written request of the managing underwriter in underwriter(s) of such offering, it will enter into a customary lock-up agreement with such Member shall notmanaging underwriter(s) agreeing not to, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), days from the date of sale of the underwritten offering (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose ofof (including any sale pursuant to Rule 144 or Rule 144A), directly or indirectly, any Units Registrable Securities or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Registrable Securities held immediately before the effectiveness of the IPO Entity)Registration Statement for such offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Registrable Securities or such other securities, in cash or otherwise. The foregoing provisions Each holder of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company Coty Parent or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliates.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company’s Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 five (5) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 thirty (30) days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for shares of Common Stock (including whether such shares or any equity such securities of are then owned by the IPO EntityHolder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and 3 shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning 10% or more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which that are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)3, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 3 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 10% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby agrees that in connection with an Initial Public Offering, and upon Upon the request of the managing underwriter in such offeringany offering subject to this Agreement, such Member Investors shall not, without the prior written consent of such the managing underwriter, during the period commencing 180 days prior to on the effective date of such the registration and ending on the date specified by such the managing underwriter (such period not to exceed 180 daysdays in the case of an IPO or 90 days in the case of any registration under the Securities Act other than an IPO), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)Registration Statement for the offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such the securities, whether any such the transaction described in clause (ia) or (iib) above is to be settled by delivery of Units Common Stock or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering the offering pursuant to Section 2(a), Section 2(b) Section 2(c) or other offering if otherwise permittedSection 3(a), and shall be applicable to the Members Investors only if all Directors officers and Officers directors of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to Investors shall execute and deliver such any other agreements as may be reasonably requested by the Company or the managing underwriter which that are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member Investors shall be released, pro rata, released from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event 4 if and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesdirector.

Lock-Up Agreement. Each Member hereby agrees that in connection with an Initial Public Offering, and upon the request of the managing underwriter in such offering, such Member shall not, without the prior written consent of such managing underwriter, during During the period commencing 180 days prior to on the effective date of such registration hereof and ending on the date specified by such managing underwriter which is the first anniversary thereof (such period not herein referred to exceed 180 daysas the “Lock-Up Period”), the Purchaser will not, directly or indirectly, through an “affiliate”, “associate” (i) as such terms are defined in the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”)), a family member or otherwise, offer, sell, pledge, sell, contract to sellhypothecate, grant any an option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of for sale or otherwise dispose of, directly or indirectly, transfer or grant any Units rights with respect thereto in any manner (either privately or Unit Equivalents (including any equity securities publicly pursuant to Rule 144 of the IPO Entity)General Rules and Regulations under the Securities Act, or (iiotherwise) any Securities acquired hereunder or any additional Capital Shares hereafter acquired by the Purchaser solely on account of the Securities acquired hereunder, pursuant to any stock split, stock dividend or recapitalization or similar transaction received by the Purchaser pursuant to this Agreement, or enter into any, enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any directly or indirectly, the economic consequence of the economic consequences of ownership of such securitiesthe Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Units Capital Shares or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise. The foregoing provisions , during the Lock-Up Period; provided, however, that such Securities may be sold or otherwise transferred in a private transaction (including, without limitation, to any affiliate of the Purchaser) during the Lock-Up Period so long as the acquirer of the Securities by written agreement with the Company entered into at the time of the acquisition and delivered to the Company prior to the consummation of such acquisition, agrees to be bound by the terms of this Section 11.5(c) provision of this Agreement. Purchaser agrees that the Securities issued pursuant to this Agreement shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are bear a legend consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliatesagreement.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company's Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 thirty (30) days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), six (i6) months in the case of any registration) (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for shares of Common Stock (including whether such shares or any equity such securities of are then owned by the IPO EntityHolder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions Each holder of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to, or do not require such arrangement to be entered into by, any Directorofficer, Officer director or holder of greater than one percent ten (110%) percent of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby Investor agrees that in connection with an Initial Public Offeringany registered offering of Equity Securities of the Company, and upon the request of the managing underwriter in such offering, such Member Investor shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 ninety (90) days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise, provided, however, that the foregoing shall not prevent any Investor from exercising the Put Option with respect to its Investor Shares. The foregoing provisions of this Section 11.5(c3.07(g) shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering or other offering if otherwise permittedpursuant to Section 3.07(a), and shall be applicable to the Members Investors only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 1% five percent (5%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member Investor agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c3.07(g), each Member Investor shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c3.07(g) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one five percent (15%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company's Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior on the pricing of any offering pursuant to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 daysdays in the case of an IPO or 90 days in the case of any registration other than an IPO), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents any securities convertible into, exercisable for or exchangeable for shares of Common Stock (including whether such shares or any equity such securities of are then owned by the IPO EntityHolder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 3 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering or other offering if otherwise permitted, pursuant to Section 2(a) and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 110% of the Company’s 's outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Notwithstanding anything to the contrary contained in the foregoing, a holder of Registrable Securities may during the period set forth above transfer any of the Registrable Securities (i) by gift or (ii) to family members; provided, however, that any recipient of Registrable Securities pursuant to clauses (i) and (ii) must agree in writing to be bound by the provisions of this Agreement as a condition of such gift or transfer to family members. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)3, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 3 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 10% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby holder of Purchased Shares agrees that in connection with an Initial Public Offeringany registered offering of the Common Stock or other equity securities of the Company, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO EntityRegistration Statement for such offering/(whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 7.16 shall not apply to sales of securities Purchased Shares to be included in such Initial Public Offering offering pursuant to Section 7.1 or other offering if otherwise permitted7.2, and shall be applicable to the Members holders of Purchased Shares only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 110% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Purchased Shares agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)7.16, each Member holder of Purchased Shares shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 7.16 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 10% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany registered offering of the Common Stock or other equity securities of the Company, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 seven days prior to the effective date of such registration and ending on until the date specified by such managing underwriter (such period not to exceed 180 60 days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)Registration Statement for such offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2 or other offering if otherwise permittedSection 3, and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 15% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 5% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby The Investor agrees that in connection with an Initial Public Offeringany registered offering of the Common Stock or other equity securities of the Company, and upon the request of the managing underwriter in such offering, such Member it shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days)underwriter, (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO EntityRegistration Statement for such offering/(whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 5 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2(a), Section 2(b), Section 2(c), Section 2(d) or other offering if otherwise permittedSection 3(a), and shall be applicable to the Members Investor only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 110% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member The Investor agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)5, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 5 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 10% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany registered offering of the Common Stock or other equity securities of the Company, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO EntityRegistration Statement for such offering/(whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 6.17 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 6.1 or other offering if otherwise permitted6.3, and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 110% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)6.17, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 6.17 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 10% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.

Lock-Up Agreement. Each Member hereby agrees that in connection with an Initial Public Offeringof Xxxxx Xxxxx, the sole director and officer of Actiga, the Optionholders, and upon the request of Shareholders (the managing underwriter in such offering“Undersigned”) hereby agrees, such Member shall not, without the prior written consent of such managing underwriter, during for the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter Closing Date and expiring on the first anniversary thereof (such period not to exceed 180 daysthe “Lock-up Period”), to use their best efforts not to, directly or indirectly (i) offer, pledge, sell, contract to sell, pledge, grant any option or contract to purchase, purchase make any option or contract to sell, hedge the beneficial ownership of short sale or otherwise dispose of, directly of any Actiga Shares acquired or indirectly, acquirable by the Undersigned pursuant to the terms of this Agreement or any Units or Unit Equivalents (including any equity securities of Actiga Shares previously acquired by the IPO Entity)Undersigned, or (ii) enter into engage directly or indirectly in any swap or other arrangement that transfers to another, in whole or in part, any transaction the likely result of the economic consequences of ownership of such securities, whether any such which would involve a transaction described in prohibited by clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash or otherwise). The foregoing provisions of this Section 11.5(c) shall not apply restriction is expressly agreed to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to preclude the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member undersigned from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activityhedging or other transaction which is designed to, or similar activities conducted reasonably expected to lead to, or result in, a sale or disposition of the Actiga Shares even if such Actiga Shares would be disposed of by someone other than the Undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Actiga Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Actiga Shares. ; provided, further however, that Amro Xxxxxxx may sell up to 25% of his shares in a private transaction during the ordinary course Lock-up Period. Actiga and QMotions further agree during the Lock-Up Period that Actiga will register the Actiga Shares acquired or acquirable by the Undersigned pursuant to the terms of business this Agreement pursuant to any registration statement on such form as Actiga may be eligible to use to register the resale of such Member or its Affiliatesthe Actiga Shares with the SEC.

Lock-Up Agreement. Each Member In consideration for the Company agreeing to its obligations under this Agreement, each Holder severally hereby agrees that in connection with an Initial Public Offeringsuch Holder shall not, and upon to the request of extent requested by the managing underwriter of a public offering in such offeringwhich Shares (as defined below) are sold, such Member shall notdirectly or indirectly, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 days), (i) offer, sell, pledge, sell, contract to sell, transfer the economic risk of ownership in, make any short sale, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose ofof any Registrable Securities or any securities convertible into or exchangeable or exercisable for or any other rights to purchase or acquire Registrable Securities, directly including, without limitation, Common Shares which may be deemed to be beneficially owned by the Holders in accordance with the rules and regulations of the Commission and Common Shares which may be issued upon exercise of a stock option or indirectlywarrant, or enter into any Units or Unit Equivalents Hedging Transaction (including any as defined below) relating to Registrable Securities (each of the foregoing referred to as a “Disposition”) for a period of 180 days after the effective date of the registration statement relating to such public offering (the “Lock-Up Period”) unless the managing underwriter otherwise agrees, and the Warrantholder shall enter into such an agreement if requested by the managing underwriter of a public offering in which equity securities of the IPO Entity)Company are sold; provided, or (ii) however, that all officers and directors of the Company enter into similar agreements. The foregoing restriction is expressly intended to preclude any swap Holder from engaging in any Hedging Transaction or other arrangement that transfers transaction which is designed to anotheror reasonably expected to lead to or result in a Disposition during the Lock-Up Period even if the securities would be disposed of by someone other than such Holder. “Hedging Transaction” means any short sale (whether or not against the box) or any purchase, in whole sale or in partgrant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or Unit Equivalents (including Shares. “Shares” shall mean equity securities of the IPO Entity) Company that are, or such other securitiesthat are convertible directly or indirectly into, Common Shares. Each Holder agrees that the Company may instruct its transfer agent to place stop transfer notations in cash or otherwise. The foregoing its records to enforce the provisions of this Section 11.5(c) shall not apply to sales of securities to be included in such Initial Public Offering or other offering if otherwise permitted, and shall be applicable to the Members only if all Directors and Officers of the Company and all Members owning more than 1% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities) are subject to the same restrictions. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c), each Member shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Director, Officer or holder of greater than one percent (1%) of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its Affiliates9.

Lock-Up Agreement. Each Member hereby holder of Registrable Securities agrees that in connection with an Initial Public Offeringany public offering of the Company's Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Member holder shall not, without the prior written consent of such managing underwriter, during the period commencing 180 days prior to on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 180 90 days), (ia) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any Units shares of Common Stock or Unit Equivalents (including any equity securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the IPO Entity)registration statement for such offering, or (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Units or Unit Equivalents (including equity securities of the IPO Entity) Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 11.5(c) 4 shall not apply to sales of securities Registrable Securities to be included in such Initial Public Offering offering pursuant to Section 2(a), Section 2(b) or other offering if otherwise permittedSection 3(a), and shall be applicable to the Members holders of Registrable Securities only if all Directors officers and Officers directors of the Company and all Members stockholders owning more than 15% of the Company’s 's outstanding Units (or the IPO Entity’s equivalent common equity securities) Common Stock are subject to the same restrictions. Each Member holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 11.5(c)4, each Member holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 11.5(c) 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any Directorofficer, Officer director or holder of greater than one percent (1%) 5% of the Company’s outstanding Units (or the IPO Entity’s equivalent common equity securities). Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that nothing contained herein shall in any way limit a Member or any Affiliate of a Member from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger and advisory, financing, asset management, trading, market making, arbitrage, investment activity, or similar activities conducted in the ordinary course of business of such Member or its AffiliatesCommon Stock.