Common use of Lockup Agreements Clause in Contracts

Lockup Agreements. The Holder, if the Company or the managing underwriter(s) so request in connection with the Company’s initial underwritten public offering, will not, transfer or dispose of any equity securities of the Company, without the prior written consent of the Company or such underwriter(s) and provided that the officers and directors of the Company and all holders (other than, for purposes of this determination, such Holder) of at least two percent (2%) of all of the issued and outstanding shares of capital stock of the Company (determined on an as-converted basis) also agree not to, transfer or dispose any equity securities of the Company, including any sale pursuant to Rule 144 of the Commission under the Securities Act, during the seven (7) days prior to, and during the one hundred eighty (180) day period commencing on the effective date of such initial underwritten public offering, subject to extension in order to ensure FINRA compliance, except in connection with such initial underwritten public offering. The Company may impose stop-transfer instructions with respect to the Shares or other securities subject to the foregoing restriction until the end of such 180-day period. Any discretionary waiver or termination of the foregoing restriction by the Company or the underwriters shall apply pro rata to all Holders, based on the number of Shares held by such Holders, and prompt written notice of such discretionary waiver or termination shall be given to all Holders of the Shares.