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 the request of the underwriters managing such offering of the Company’s securities, each Holder shall not, without the prior written consent of the Company and the managing underwriters, offer, pledge, sell, contract to sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any securities of the Company held by such Holder (other than those covered by the registration statement for such initial public offering) during the one hundred eighty (180) day-period following the date of the final prospectus relating to the initial public offering of the Company’s securities, which period may be extended up to an additional 34 days to comply with the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4) (or any successor provisions or amendments thereto) or other similar regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions. Notwithstanding the foregoing, the preceding restrictions shall not apply to any Holder unless all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities (a “one percent securityholder”) have either entered into similar agreements or are bound by the provisions of this Section 1.14(a). Further, if (i) during the last 17 days of the period described in the preceding sentence, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the period described in the preceding sentence, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period; the restrictions imposed by this Section 1.14(a) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If the managing underwriters of the Company’s initial public offering release or waive any officer, director or one percent security holder from, or exempt any such securityholder from having to agree to, obligations similar to those described in Section 1.14(a), then each Holder shall be similarly released, waived or exempted from such obligations. The obligations described in this Section 1.14(a) shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future, or a transaction pursuant to Rule 145 under the Securities Act. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14(a).

Lock-Up Period; Agreement. In connection with the initial public offering of the Company’s securities and upon the request of the Company or the underwriters managing such offering of the Company’s securities, each Holder shall not, without the prior written consent of the Company and the managing underwriters, offer, pledge, hereby agrees not to sell, contract to sell or otherwise transfer, make any short sale of, loan, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, otherwise dispose of any securities of the Company held by such Holder (other than those covered included in the registration) held immediately prior to such offering, without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (the “restricted period”; not to exceed 180 days) from the effective date of such registration as may be requested by the registration statement for Company or such initial public offering) during managing underwriters and to execute an agreement reflecting the one hundred eighty (180) day-period following foregoing as may be requested by the date of underwriters at the final prospectus relating to the initial public offering time of the Company’s securitiesinitial public offering, which period may be extended up to an additional 34 days to comply with provided, however, that the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4) (or any successor provisions or amendments thereto) or other similar regulatory restrictions on foregoing shall not prohibit Future Fund Investor from (i) transferring securities of the publication Company to a Future Fund Permitted Transferee (as defined below), provided that such transferee agrees in writing to be bound by the terms and conditions of this Agreement, or other distribution of research reports and (ii) analyst recommendations disposing of securities in the Company in order to reduce the ownership of the Future Fund Investor to 19.9%, or such lesser percentage as advised in good faith and opinionsin writing by the Future Fund Investor that such disposition is required in connection with the Future Fund Board of Guardians’ compliance with applicable law. Notwithstanding the foregoing, the preceding restrictions shall not apply to any Holder unless all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities (a “one percent securityholder”) have either entered into similar agreements or are bound by the provisions of this Section 1.14(a). Further, if (i) during the last 17 days of the period described in the preceding sentencerestricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (ii) prior to the expiration of the restricted period described in the preceding sentence, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such the restricted period; , then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 1.14(a) subsection shall continue to apply until the end of the third trading day following the expiration of the 1815-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If In no event will the managing restricted period extend beyond 216 days after the effective date of the registration statement. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters of in the Company’s initial public offering release or waive any officer, director or one percent security holder from, or exempt any such securityholder from having to agree to, obligations similar to those described in Section 1.14(a), then each Holder shall be similarly released, waived or exempted from such obligations. The obligations described in that are consistent with this Section 1.14(a) 1.14 or that are necessary to give further effect thereto. Any waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall not apply to a registration relating solely all Holders subject to employee benefit plans such agreements pro rata based on Form S-l or Form S-8 or similar forms that may be promulgated in the future, a registration relating solely number of shares subject to a transaction on Form S-4 or similar forms that may be promulgated in the future, or a transaction pursuant to Rule 145 under the Securities Act. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14(a)such agreements held by such Holders.

Lock-Up Period; Agreement. In If so requested by the Company or the underwriters in connection with the initial public offering of the Company’s securities and upon registered under the request of the underwriters managing such offering of the Company’s securitiesSecurities Act, each Holder shall not, without the prior written consent of the Company and or such underwriters, as the managing underwriterscase 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 underwriters (i) lend, offer, pledge, sell, contract to sell, sell any option or otherwise transfercontract to purchase, make purchase any short sale ofoption or contract to sell, grant any option for the purchase option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (ii) enter into any hedging swap or similar transaction with the same economic effect as a saleother arrangement that transfers to another, of in whole or in part, any securities of the Company held by such Holder (other than those covered by the registration statement for such initial public offering) during the one hundred eighty (180) day-period following the date economic consequences of ownership of the final prospectus relating to the initial public offering of the Company’s securitiesCommon Stock, which period may be extended up to an additional 34 days to comply with the restrictions contained whether any such transaction described in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4) (or any successor provisions or amendments thereto) or other similar regulatory restrictions on clause (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinionsabove is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoingIn addition, the preceding restrictions shall not apply to any Holder unless all officers and directors of if the Company is not an emerging growth company (as defined in the Jumpstart Our Business Startups Act of 2012) and holders of at least one percent (1%) of the Company’s voting securities (a “one percent securityholder”) have either entered into similar agreements or are bound it is required by the provisions of this Section 1.14(a). Further, if Financial Industry Regulatory Authority rules and (ix) during the last 17 seventeen (17) days of the period described in the preceding sentence180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; occurs or (iiy) prior to the expiration of the period described in the preceding sentenceone hundred eighty (l80) day restricted period, the Company announces that it will release earnings results during the sixteen (16-) day period beginning on the last day of such the one hundred eighty (l80) day period; , the restrictions imposed by this Section 1.14(a) shall continue to apply until the expiration of the eighteen (18-) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If The underwriters in connection with the managing underwriters of the Company’s initial public offering release or waive any officer, director or one percent security holder from, or exempt any such securityholder from having to agree to, obligations similar to those described in Section 1.14(a), then each Holder shall be similarly released, waived or exempted from such obligations. The obligations described in are intended third party beneficiaries of this Section 1.14(a) and shall not apply have the right, power and authority to enforce the provisions hereof as though they were a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future, or a transaction pursuant to Rule 145 under the Securities Actparty hereto. Each Holder further agrees to execute a market standoff agreement with said such agreements as may be reasonably requested by the underwriters in customary form the initial public offering that are consistent with the provisions of this Section 1.14(a)) or that are necessary to give further effect thereto.

Lock-Up Period; Agreement. In connection with the initial public offering of the Company’s securities and upon the request of the underwriters managing such offering of the Company’s securities, each Holder shall not, without the prior written consent of the Company and the managing underwriters, offer, pledge, sell, contract to sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any securities of the Company held by such Holder (other than those covered by the registration statement for such initial public offering) during the one hundred eighty (180) day-period following the date of the final prospectus relating to the initial public offering of the Company’s securities, which or such other period as may be extended up to an additional 34 days to comply with requested by the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4) (Company or any successor provisions or amendments thereto) or other similar underwriter managing such offering 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(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Notwithstanding the foregoing, the preceding restrictions shall not apply to any Holder unless all officers and directors of the Company and holders of at least one ten percent (110%) of the Company’s voting securities (a “one percent securityholder”) have either entered into similar agreements or are bound by the provisions of this Section 1.14(a). Further, if (i) during the last 17 days of the period described in the preceding sentence, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the period described in the preceding sentence, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period; the restrictions imposed by this Section 1.14(a) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If the managing underwriters of the Company’s initial public offering release or waive any officer, director or one percent security holder from, or exempt any such securityholder from having to agree to, obligations similar to those described in Section 1.14(a), then each Holder shall be similarly released, waived or exempted from such obligations. The obligations described in this Section 1.14(a) shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future, or a transaction pursuant to Rule 145 under the Securities Act. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14(a).”

Lock-Up Period; Agreement. In connection with the initial public offering of the Company’s securities and upon the request of the Company or the underwriters managing such offering of the Company’s securities, each Holder shall hereby agrees that such Holder will not, without the prior written consent of the Company and the managing or such underwriters, offeras the case may be, pledge, (i) sell, contract to sell or otherwise transfer, make any short sale of, loan, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, otherwise dispose of any securities of the Company held by such Holder however or whenever acquired (other than those covered included in the registration), 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 Common Stock or other securities, in cash, or otherwise, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the registration statement for Company or such initial public offering) during managing underwriters and to execute an agreement reflecting the one hundred eighty (180) day-period following foregoing as may be requested by the date of underwriters at the final prospectus relating to the initial public offering time of the Company’s securities, which period may be extended up to an additional 34 days to comply with the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4) (or any successor provisions or amendments thereto) or other similar regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinionsinitial public offering. Notwithstanding the foregoing, the preceding restrictions shall not apply to any Holder unless all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities (a “one percent securityholder”) have either entered into similar agreements or are bound by the provisions of this Section 1.14(a). Further, if (i) during the last 17 days of the period described in the preceding sentencerestricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (ii) prior to the expiration of the restricted period described in the preceding sentence, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such the restricted period; , then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 1.14(a) subsection shall continue to apply until the end of the third trading day following the expiration of the 1815-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If In no event will the managing underwriters restricted period extend beyond 216 days after the effective date of the Company’s initial public offering release registration statement. Any waiver or waive termination of the restrictions of any officer, director or one percent security holder from, all of such agreements by the Company or exempt any such securityholder from having to agree to, obligations similar to those described in Section 1.14(a), then each Holder the underwriters shall be similarly released, waived or exempted from such obligations. The obligations described in this Section 1.14(a) shall not apply to a registration relating solely all securityholders subject to employee benefit plans such agreements pro rata based on Form S-l or Form S-8 or similar forms that may be promulgated in the future, a registration relating solely number of shares subject to a transaction on Form S-4 or similar forms that may be promulgated in the future, or a transaction pursuant to Rule 145 under the Securities Act. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 1.14(a)such agreements.