Common use of Lock-Up Period; Agreement Clause in Contracts

Lock-Up Period; Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing such offering of the Company’s securities, the holder of this Warrant 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, however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. The obligations described in Section 7(c) shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act. In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of the Company held by the holder of this Warrant. The holder of this Warrant agrees that it will not transfer this Warrant or any shares received directly or indirectly as a result of the exercise of this Warrant unless the transferee(s) agrees in writing to be bound by all of the provisions of this Section 7(c). Each certificate representing any securities of the Company held by the holder of this Warrant shall be stamped or otherwise imprinted with a legend substantially similar to the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

Lock-Up Period; Agreement. In addition to any lock-up obligations set forth in the Purchase Agreement, in connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing such offering of the Company’s securities, the holder of this Warrant 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, however or whenever acquired Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. The obligations described in Section 7(c) shall not apply to a registration relating solely to employee benefit plansIn addition, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act. In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities upon request of the Company held by or the holder of this Warrant. The holder of this Warrant agrees that it will not transfer this Warrant or any shares received directly or indirectly as underwriters managing a result public offering of the exercise of this Warrant unless Company’s securities (other than the transferee(s) initial public offering), Holder hereby agrees in writing to be bound by similar restrictions, and to sign a similar agreement, 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 effective date of such additional registration statement. Notwithstanding the foregoing, if during the last 17 days of the restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. Any waiver or termination of the restrictions of any or all of the provisions of this Section 7(c). Each certificate representing any securities of such agreements by the Company held by or the holder underwriters shall apply to all securityholders subject to such agreements pro rata based on the number of this Warrant shall be stamped or otherwise imprinted with a legend substantially similar shares subject to the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANYsuch agreements.”

Lock-Up Period; Agreement. In connection with the initial public offering of the Company’s 's securities and upon request of the Company or the underwriters managing such offering of the Company’s 's securities, the holder of this Warrant 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, however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s 's initial public offering. The obligations described in this Section 7(c) shall apply only if all Founders (as defined in the Investor Rights Agreement), officers and directors of the Company, and all holders of at least 1% of the Company's outstanding Common Stock on an as-converted basis (other than such 1% or greater holders who, with the express prior approval of the Board of Directors of the Company, including a majority of the Preferred Directors (as defined in the Investor Rights Agreement), acquired their stock without the obligation to enter into agreements similar to those described in this Section 7(c)), enter into similar agreements, and shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act. In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of the Company held by the holder of this Warrant. The holder of this Warrant agrees that it will not transfer this Warrant or any shares received directly or indirectly as a result of the exercise of this Warrant unless the transferee(s) agrees in writing to be bound by all of the provisions of this Section 7(c). Each certificate representing any securities of the Company held by the holder of this Warrant shall be stamped or otherwise imprinted with a legend substantially similar to the following: “"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.”"

Lock-Up Period; Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing such any underwritten offering of the Company’s securities, the holder of this Warrant Holder 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, Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. The obligations described in Section 7(c; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection (a) shall not continue to apply to a until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Actstatement. In order to enforce the foregoing covenantsobligations described in this Section 17(f), the Company may impose stop-transfer instructions with respect to the securities of the Company held Holder. The foregoing provisions shall not apply to any sale of any shares pursuant to an underwriting agreement. Holder agrees to execute such agreements as may be reasonably requested by the holder of underwriters in the Company’s initial public offering that are consistent with this WarrantSection 17(f) or that are necessary to give further effect thereto. The holder of this Warrant Holder (and any subsequent transferee) agrees that it will not transfer this Warrant or any shares received directly or indirectly as a result securities of the exercise of Company, including but not limited to this Warrant Warrant, unless the transferee(s) each transferee agrees in writing to be bound by all of the provisions of this Section 7(c17(f). Each certificate representing any securities of the Company held by the holder of this Warrant shall be stamped or otherwise imprinted with a legend substantially similar to the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

Lock-Up Period; Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing such offering of the Company’s securities, the holder of this Warrant 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, however or whenever acquired Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 270 days with respect to the shares of Series E Preferred Stock and the shares of Common Stock issued upon conversion thereof (such time period under this clause (i) hereinafter referred to as the “Qualified Lock-Up”), and (ii) 180 daysdays with respect to all other securities of the Company (such time period under this clause (ii) hereinafter referred to as the “Standard Lock-Up”) unless otherwise provided for in an agreement between the Company and Holder) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. The obligations described in Section 7(c) ; provided, however, that the foregoing restrictions shall not apply to a registration relating solely to employee benefit plans, shares acquired by Holder in open market transactions upon or to a registration relating solely to a transaction pursuant to Rule 145 under after the Securities Actcompletion of the initial public offering. In order to enforce the foregoing covenantsaddition, the Company may impose stop-transfer instructions with respect to the securities upon request of the Company held by or the holder of this Warrant. The holder of this Warrant agrees that it will not transfer this Warrant or any shares received directly or indirectly as underwriters managing a result public offering of the exercise of this Warrant unless Company’s securities (other than the transferee(s) initial public offering), Holder hereby agrees in writing to be bound by similar restrictions, and to sign a similar agreement, 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 lockup period with respect to such additional registration shall not exceed 90 days from the effective date of such additional registration statement. Any waiver or termination of the restrictions of any or all of the provisions of this Section 7(c). Each certificate representing any securities of such agreements by the Company held by or the holder underwriters shall apply to all security holders subject to such agreements pro rata based on the number of this Warrant shall be stamped or otherwise imprinted with a legend substantially similar shares subject to the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANYsuch agreements.”

Lock-Up Period; Agreement. In connection with the initial public offering of the Company’s securities an Initial Public Offering and upon the request of the Company or the underwriters managing such offering of the Company’s securities, the holder of this Warrant each Shareholder 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, however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial Initial Public Offering; provided, however that such 180 day period may be extended to the extent necessary to permit any managing underwriter to comply with FINRA Rule 2711(f)(4) (or any similar rule). In connection with the first public offeringoffering following the Initial Public Offering of the Company’s securities (“Subsequent Public Offering”) and upon request of the Company or the underwriters managing such offering of the Company’s securities, each Shareholder 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, however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 90 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s Subsequent Public Offering. The obligations described in Section 7(c) 4.5 shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act. In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of the Company held by Shareholders (and the holder securities of every other person subject to the restrictions in this WarrantSection 4.5). The holder of this Warrant agrees Shareholders agree that it will not transfer this Warrant or any shares received directly or indirectly as a result securities of the exercise of this Warrant Company unless the transferee(s) each transferee agrees in writing to be bound by all of the provisions of this Section 7(c). Each certificate representing any securities of the Company held by the holder of this Warrant shall be stamped or otherwise imprinted with a legend substantially similar to the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY4.5.”

Lock-Up Period; Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing such offering of the Company’s securities, the holder of this Warrant each Holder 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, however or whenever wherever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection (a) shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. The obligations described in foregoing provisions of Section 7(c) 1.14 shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction any sale of any shares pursuant to Rule 145 under an underwriting agreement. Each Holder further agrees to execute such agreements as may be reasonably requested by the Securities Actunderwriters in the Company’s initial public offering that are consistent with this Section 1.14 or that are necessary to give further effect thereto. In order to enforce Any discretionary waiver or termination of the foregoing covenants, restrictions of any or all of such agreements by the Company may impose stop-transfer instructions with respect or the underwriters shall apply to all Holders subject to such agreements pro rata based on the securities number of the Company held by the holder of this Warrant. The holder of this Warrant agrees that it will not transfer this Warrant or any shares received directly or indirectly as a result of the exercise of this Warrant unless the transferee(s) agrees in writing subject to be bound by all of the provisions of this Section 7(c). Each certificate representing any securities of the Company held by the holder of this Warrant shall be stamped or otherwise imprinted with a legend substantially similar to the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANYsuch agreements.”