Common use of Lockups Clause in Contracts

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or or, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Number shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety sixty (90)-day 60)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters in any relevant offering to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b11(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the CompanyCompany (other than a registration relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future, except with or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the written consent of future), if requested by the underwriters underwriter(s) managing such offering, no Holder who participates in such offering or beneficially owns five (together with its Affiliates and Related Funds) three percent (53%) or more of the outstanding shares of Common Stock Shares at such time and an amount of Registrable Securities that exceeds three percent (3%) on a fully diluted basis assuming the conversion of the outstanding Registrable Securities held by all Holders Convertible PIK Notes) shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior except with the written consent from the Companyof such managing underwriter(s), during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, ; provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement9. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)9. The provisions of this Section 10(a) 9 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Number shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement9. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)9. The provisions of this Section 10(a) 9 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or or, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Number shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety sixty (90)-day 60)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters in any relevant offering to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b11(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (A) Each Stockholder agrees with Parent (and only with Parent) that in connection with the Initial Public Offering, to the extent any Stockholder has not signed a lockup agreement with the underwriters in such offering, each such Stockholder agrees with Parent (and only with Parent) that it shall be bound by virtue of their signing the Prior Agreement or a joinder thereto to the underwriting agreement’s lockup restrictions applicable to management of Parent (which must apply, and continue to apply, in like manner to all of them) that are agreed to by Parent; provided, however, that in no event shall such lockup restrictions last more than 180 days. (B) Each Stockholder agrees with Parent (and only with Parent) that in connection with any underwritten offering of Shares following the Initial Public Offering, each participating Stockholder (and each other non-participating Party or Management Stockholder, to the extent requested by the underwriter(s) in such offering) hereby agrees with Parent (and only with Parent) to be bound by the underwriting agreement’s lockup restrictions (which must apply, and continue to apply, in like manner to all of them) that are agreed to (a) by Parent, if a majority of the Shares being sold in such offering are being sold for its account or (b) by the Demand Holder(s), if a majority of the Shares being sold in such offering are being sold by the Demand Holder(s), as applicable; provided, however, that in no event shall such lockup restrictions last more than 90 days. (C) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by Shares following the CompanyInitial Public Offering, except Parent hereby agrees with the written consent of the underwriters managing such offeringeach Stockholder, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time individually and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Companynot jointly, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the underwriting agreement’s lockup restrictions set forth (which must apply, and continue to apply, in this Section 10(alike manner to Parent and each Stockholder) that are agreed to by the Demand Holder(s), if a majority of the Shares being sold in such offering are being sold by the Demand Holder(s); provided, furtherhowever, that nothing herein in no event shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitieslockup restrictions last more than 90 days. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities (or securities convertible or exercisable into such equity securities) by the CompanyCompany (other than a registration relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future, except with or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the written consent of future), if requested by the underwriters underwriter(s) managing such offering, no so long as the Holder who participates in such offering or beneficially owns five three percent (53%) or more of the outstanding shares Shares (on a fully diluted basis assuming the conversion of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of any outstanding securities), then the outstanding Registrable Securities held by all Holders Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior except (a) with the written consent from of such managing underwriter(s) or (b) for a distribution to its creditors in connection with the CompanyHolder’s liquidation proceedings, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, ; provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein shall will prevent any the Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement6. Each The Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)6. The provisions of this Section 10(a) 6 will no longer apply to a the Holder once such the Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, to the extent requested by any underwriters managing such offering, except with the written consent of the underwriters managing such offeringunderwriter, no Holder who participates in such offering or or, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from for up to a sixty (60)-day period (or such lesser period as the Company, during the seven (7underwriter may agree) days prior to and the ninety (90)-day period beginning on the date of closing of the final prospectus filed in connection with such offering (as such period may be waived by the underwriters, the “Lockup Period”), except as part of such offering, provided, that the Lockup Period shall be the same with respect to all Holders; provided, further, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein such Lockup Period shall prevent any include customary carve-outs, including that a Holder from making may make a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict . To the ability of extent requested by any Holder from participating in any underwriter managing such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters underwriter managing such offering to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)effect. The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall agrees not to effect any public sale or distribution of equity securities any of the Companyits securities, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, securities (except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or any successor thereto or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company Company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), during the Lockup Period, except as part of such offering, without the prior written consent from the Majority Holders. To the extent requested by any underwriter managing such offering, the Company agrees to execute a lock-up agreement in favor of the underwriter managing such offering to such effect.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, to the extent requested by any underwriter(s) managing such offering, except with the written consent of the underwriters managing such offeringunderwriter(s), no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven for up to a sixty (7) days prior to and the ninety (90)-day 60)-day period beginning on the date of closing of the final prospectus filed in connection with such offering (as such period may be extended or waived by the underwriters, the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein such Lockup Period shall prevent any include customary carve-outs, including that a Holder from making may make a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict . To the ability of any Holder from participating in any extent requested by the underwriter(s) managing such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters underwriter(s) managing such offering to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)effect. The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall agrees not to effect any public sale or distribution of equity securities any of the Companyits securities, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, securities (except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or any successor thereto or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company Company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), during the Lockup Period, except as part of such offering, without the prior written consent from the Majority Holders. To the extent requested by any underwriter managing such offering, the Company agrees to execute a lock-up agreement in favor of the underwriter managing such offering to such effect.

Lockups. (a) 4.1 In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request Offering or other underwritten public offering of equity securities by the Company, except with the written consent of Company and if requested by the underwriters managing such Underwritten Offering or other underwritten public offering, no any Holder of Registrable Securities who participates in such offering or beneficially owns five percent (5%) or more of shall enter into customary lock-up agreements with the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%managing underwriter(s) of the outstanding Registrable Securities held by all Holders shall effect such Underwritten Offering or other underwritten public offering providing that such Holder will not effect, directly or indirectly, any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) for up to 10 days prior to and the ninety (90)-day period beginning on up to 90 days following the date of closing of the final Prospectus for such offering (the “Lockup Period”), except as part of such offeringoffering and subject to other customary exceptions, unless (i) the Company otherwise agrees by written consent or (ii) the underwriters managing such Underwritten Offering or other underwritten public offering of equity securities of the Company otherwise agree by written consent; provided, that such Lockup Period restrictions are is applicable on substantially similar terms to the Company and all of its and its subsidiaries’ the executive officers and directorsdirectors of the Company; provided that nothing herein shall will prevent any Holder from making a distribution or other transfer of Registrable Securities to any of its partners, members or stockholders securityholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement4.1. Each Holder such ▇▇▇▇▇▇ agrees with the Company to execute a lock-up agreement in favor of the Company’s underwriters managing such Underwritten Offering or other underwritten public offering of equity securities of the Company to such effect and, in any event, and that the Company’s such underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)4.1. The provisions of this Section 10(a) 4.1 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) 4.2 In connection with any Underwritten Offering and if requested by the underwriters managing such Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holderssuch managing underwriters for such Underwritten Offering, during the Lockup Period, except as part of such Underwritten Offering and subject to other customary exceptions as agreed with the managing underwriters of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company Company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection Each Holder hereby agrees that with any respect to underwritten offerings only, for such period (which period shall in no event exceed ninety (90) days) following the effective date of a registration statement of the Company filed under the Securities Act (or, in the case of an Underwritten Takedown Shelf Take-Down, the date of the filing or effectiveness of a preliminary prospectus or prospectus supplement relating to such underwritten registration pursuant offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such underwritten offering)) as the holders of a majority of the Registrable Securities to a Demand Registration Request be sold may agree to with the underwriter or other underwriters of such underwritten public offering of equity securities offering, such Holder or its Affiliates shall not, to the extent requested by the CompanyCompany and any underwriter, except sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of, or otherwise transfer or dispose of (other than a Permitted IKD or any margin loan with the written consent respect to such securities and any pledge of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%securities and any transfer on foreclosure thereunder) or more of the outstanding any shares of Common Stock (and securities currently vested and exercisable for shares of Common Stock) held (directly or indirectly through any funds) by it at any time during such time period except shares of Common Stock (and an amount securities currently vested and exercisable for shares of Registrable Securities Common Stock) included in such registration. Each Holder agrees that exceeds three percent (3%) of it shall deliver to the outstanding Registrable Securities held by all Holders shall effect any public sale underwriter or distribution (including sales pursuant to Rule 144) of equity securities of the Company, underwriters or any securities convertible into offering to which clause (i) or exchangeable or exercisable for such securities(ii) is applicable a customary agreement (with customary terms, without prior written consent from the Company, during the seven (7conditions and exceptions) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on is substantially similar terms to the Company and all of agreement delivered to the underwriter or underwriters as the agreements delivered by each other Holder reflecting its and its subsidiaries’ executive officers and directors; provided that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions agreement set forth in this Section 10(a)2.12; provided, that such agreement shall not be required unless all Holders are required to enter into similar agreements; provided, further, that nothing herein such agreement shall prevent or restrict provide that any early release from the ability provisions of the terms of such agreement shall be on a pro rata basis and to the same extent among all Holders. The Company agrees and shall cause its executive officers and directors (and managers, if applicable) and shall use commercially reasonable efforts to cause other holders of shares who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) any Holder from of the Shares participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a enter into lock-up agreement agreements that contain restrictions that are no less restrictive than the restrictions contained in favor of the Company’s underwriters to such effect and, in any event, that lock-up agreements executed by the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable SecuritiesHolders. (b) In Furthermore, other than pursuant to a registered demand offering or shelf take-down or exercise of piggyback rights undertaken in accordance with the terms of this Agreement or Transfers to Permitted Transferees, or exchanges of Units for Common Stock pursuant to the Exchange Agreement, each Holder and its Affiliates shall not sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of, engage in any Derivative Transaction that would result in a sale, or otherwise transfer or dispose of (other than a Permitted IKD or pursuant to or in connection with any Underwritten Offering, the Company shall not effect margin loan with respect to such Shares and any public sale or distribution pledge of equity such Shares and any transfer on foreclosure thereunder) any Shares (and securities of the Company, or any securities convertible into or exchangeable or currently vested and exercisable for such securities, without Shares) held (directly or indirectly through any funds) by it prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a expiration of any lock-up agreement imposed in favor connection with the first underwritten offering following the IPO; provided, that if such underwritten offering does not occur within the first (1st) year following the IPO, then the foregoing obligation shall terminate upon the one year anniversary of the Majority Holders’ underwriters IPO. (c) Notwithstanding anything to such effect and, the contrary in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding 2.12, (i) the foregoing, Platinum Falcon Investor shall not be required to take any actions with respect to its Affiliates other than the Company may effect a public sale or distribution of securities of PF PED Affiliates and (ii) the type described above and during ▇▇▇ Investor shall not be required to take any actions with respect to its Affiliates other than the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangementGIC SI Entities.

Lockups. (a) In connection Each Holder hereby agrees that with any respect to underwritten offerings only, for such period (which period shall in no event exceed ninety (90) days) following the effective date of a registration statement of the Company filed under the Securities Act (or, in the case of an Underwritten Takedown Shelf Take-Down, the date of the filing or effectiveness of a preliminary prospectus or prospectus supplement relating to such underwritten registration pursuant offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such underwritten offering)) as the holders of a majority of the Registrable Securities to a Demand Registration Request be sold may agree to with the underwriter or other underwriters of such underwritten public offering of equity securities offering, such Holder or its Affiliates shall not, to the extent requested by the CompanyCompany and any underwriter, except sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of, or otherwise transfer or dispose of (other than a Permitted IKD or any margin loan with the written consent respect to such securities and any pledge of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%securities and any transfer on foreclosure thereunder) or more of the outstanding any shares of Common Stock at such time (and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or currently vested and exercisable for shares of Common Stock) held (directly or indirectly through any funds) by it at any time during such securitiesperiod except shares of Common Stock (and securities currently vested and exercisable for shares of Common Stock) included in such registration. Each Holder agrees that it shall deliver to the underwriter or underwriters of any offering to which this Section 2.12(a) is applicable a customary agreement (with customary terms, without prior written consent from the Company, during the seven (7conditions and exceptions) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on is substantially similar terms to the Company and all of agreement delivered to the underwriter or underwriters as the agreements delivered by each other Holder reflecting its and its subsidiaries’ executive officers and directors; provided that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions agreement set forth in this Section 10(a)2.12; provided, that such agreement shall not be required unless all Holders are required to enter into similar agreements; provided, further, that nothing herein such agreement shall prevent or restrict provide that any early release from the ability provisions of the terms of such agreement shall be on a pro rata basis and to the same extent among all Holders. The Company agrees and shall cause its executive officers and directors (and managers, if applicable) and shall use commercially reasonable efforts to cause other holders of shares who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) any Holder from of the Shares participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a enter into lock-up agreement agreements that contain restrictions that are no less restrictive than the restrictions contained in favor of the Company’s underwriters to such effect and, in any event, that lock-up agreements executed by the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable SecuritiesHolders. (b) In Furthermore, other than (i) pursuant to a registered demand offering or shelf take-down or exercise of piggyback rights undertaken in accordance with the terms of this Agreement, (ii) Transfers to Permitted Transferees, (iii) exchanges of Units for Common Stock pursuant to the Exchange Agreement or (iv) with respect to Shares purchased in open market transactions or in an underwritten offering, each Holder and its Affiliates shall not sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of, engage in any Derivative Transaction that would result in a sale, or otherwise transfer or dispose of (other than a Permitted IKD or pursuant to or in connection with any Underwritten Offering, the Company shall not effect margin loan with respect to such Shares and any public sale or distribution pledge of equity such Shares and any transfer on foreclosure thereunder) any Shares (and securities of the Company, or any securities convertible into or exchangeable or currently vested and exercisable for such securities, without Shares) held (directly or indirectly through any funds) by it prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a expiration of any lock-up agreement imposed in favor connection with the first underwritten offering following the IPO; provided, that if such underwritten offering does not occur within the first (1st) year following the IPO, then the foregoing obligation shall terminate upon the one year anniversary of the Majority Holders’ underwriters IPO. (c) Notwithstanding anything to such effect and, the contrary in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding 2.12, (i) the foregoing, Platinum Falcon Investor shall not be required to take any actions with respect to its Affiliates other than the Company may effect a public sale or distribution of securities of PF PED Affiliates and (ii) the type described above and during ▇▇▇ Investor shall not be required to take any actions with respect to its Affiliates other than the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangementGIC SI Entities.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or or, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of New Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety sixty (90)-day 60)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters in any relevant offering to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b11(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or for offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the CompanyCompany (other than a registration relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future, except with or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the written consent of future), if requested by the underwriters underwriter(s) managing such offering, no Holder who participates in such offering or beneficially owns five three percent (53%) or more of the outstanding shares of Common Stock Shares at such time and an amount of Registrable Securities that exceeds three percent (3%) on a fully diluted basis assuming the conversion of the outstanding Registrable Securities held by all Holders Convertible PIK Notes) shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior except with the written consent from the Companyof such managing underwriter(s), during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, ; provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement9. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)9. The provisions of this Section 10(a) 9 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the CompanyRegistrable Securities, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%i) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company (and all each of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall prevent any Holder from making a distribution of ) and (ii) each Investor which is selling Registrable Securities pursuant to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, rights hereunder will agree to be bound by the underwriting agreement’s lockup restrictions set forth (the “Lockup Restrictions”) (which must apply, and continue to apply, in this a like manner to each of the Company (and each of its executive officers and directors) and Investors participating in the underwritten offering (except to the extent each of foregoing is released, pro rata, on the basis of the number of Registrable Securities held (on an as-exercised basis)) that are agreed to (a) by the Company (if a majority of the securities being sold in such underwritten offering are being sold for its account) or (b) by Investors holding a majority of Registrable Securities being sold by all Investors in such underwritten offering (if a majority of the securities being sold in such underwritten offering are being sold by Investors), as applicable (including, if applicable, Class A Warrants on an as-exercised basis). (b) Without limiting Section 10(a3.5(a); provided, furtherfollowing the date that is eighteen (18) months after the Closing, in connection with any underwritten offering of Registrable Securities, each Investor that nothing herein shall prevent is not selling Registrable Securities in such underwritten offering pursuant to its rights hereunder (other than any Excluded Investor (as of the date on which the Lockup Restrictions become effective)) will agree to be bound by the Lockup Restrictions with respect to all of such Investor’s Registrable Securities, if reasonably requested by the managing underwriter or restrict underwriters in an underwritten offering as being necessary, in their good faith, for the ability success of the underwritten offering, for a maximum period beginning seven days prior to, and ending on the 90th day following, the effective date of any Holder from participating in any such underwritten offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters , each of its executive officers and directors and the Investors (other than any Excluded Investor) are bound by the Lockup Restrictions in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply a like manner (except to a Holder once such Holder ceases the extent the Investors subject to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities Lockup Restrictions and each of the Companyforegoing is released, pro rata, on the basis of the number of Registrable Securities beneficially owned (including, if applicable, Class A Warrants on an as-exercised basis)) except to the extent to required to effect a redemption request made by a limited partner or any securities convertible into or exchangeable or exercisable for investor in an Investor in accordance with such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, Investor’s organizational documents and provided that such Lockup Period restrictions are applicable on substantially similar terms Restrictions shall not apply to the Majority Holders. The Company agrees to execute sales (in a lock-up agreement single transaction or in favor a series of transactions, whether or not related) of Registrable Securities constituting less than 0.75% of the Majority Holders’ underwriters to outstanding Company Common Stock as of such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangementsale.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Notes Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, to the extent requested by any underwriter(s) managing such offering, except with the written consent of the underwriters managing such offeringunderwriter(s), no Holder who participates in such offering or beneficially owns five percent (5%a “Participating Holder”) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven for up to a sixty (7) days prior to and the ninety (90)-day 60)-day period beginning on the date of closing of the final prospectus filed in connection with such offering (as such period may be reasonably requested to be extended or waived by the underwriters, the “Lockup Period”), except as part of such offering, provided, that (1) such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directorsdirectors and (2) each Participating Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the underwriter(s) managing such offering; provided provided, further, that nothing herein such Lockup Period shall prevent any include customary carve-outs, including that a Participating Holder from making may make a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict . To the ability of any Holder from participating in any extent requested by the underwriter(s) managing such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each each Participating Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters underwriter(s) managing such offering to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)effect. The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall agrees not to effect any public sale or distribution of equity securities any of the Companyits securities, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, securities (except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or any successor thereto or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company Company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), during the Lockup Period, except as part of such offering, without the prior written consent from the Majority Holders. To the extent requested by any underwriter managing such offering, the Company agrees to execute a lock-up agreement in favor of the underwriter managing such offering to such effect.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering (i) an Initial Public Offering described in clause (ii) of equity securities by the Companydefinition thereof, except with the written consent of the underwriters managing such offeringInitial Public Offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety one hundred and eighty (90)-day 180)-day period beginning on the date of closing of such Initial Public Offering (the “IPO Lockup Period”), except as part of such offering and (ii) any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities during the seven (7) days prior to, and the ninety (90)-day period (or such lesser period as the underwriters may agree) beginning on the date of, the final prospectus filed in connection with such offering (the “Underwritten Offering Lockup Period” and, together with the IPO Lockup Period, each a “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directorsdirectors as reasonably requested by the underwriters, and reasonably acceptable to the Majority Holders; provided that the Lockup Period shall include customary carve-outs, including that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability ) and so long as no public disclosure of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreementdistribution is made. Each Holder agrees to execute a lock-up customary lockup agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of any of its equity securities of the Companysecurities, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holdersmanaging underwriter or underwriters, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up customary lockup agreement in favor of the Majority Holders’ underwriters in any relevant offering to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or any successor thereto or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company Company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by shares (including, for the avoidance of doubt, the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”’s IPO), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all each Stockholder will (in the case of its and its subsidiaries’ executive officers and directors; provided that nothing herein Stockholders, with respect to shares respectively held by them) enter into the applicable underwriting agreement and/or the lockup agreement entered into in connection therewith so as to be bound by such agreement’s lockup restrictions (which, in the case of Stockholders, must apply in like manner to each Stockholder) as required by the managing underwriters (which restrictions shall prevent any Holder from making a distribution of Registrable Securities not apply to any margin loan with respect to the shares or any pledge of its partnersthe shares or any transfer on foreclosure therof). Even in the absence of any Stockholder entering into any such underwriting agreement and/or the lockup agreement, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree Stockholder agrees to be bound by the lockup restrictions set forth therein applicable to other Stockholders. Pending execution and delivery of the relevant underwriting agreement and/or the lockup agreement, upon being notified of a proposed or requested underwritten offering with respect to which the piggyback rights described in this Section 10(a); providedAgreement will apply, further, that nothing herein shall prevent the Stockholders will immediately be bound by the lockup provisions set forth in the underwriting agreement and/or the lockup agreement for the Company’s IPO as though they were then applicable for so long as the proposed or restrict the ability of any Holder from participating requested offering is being pursued. The lockup restrictions in any such offeringunderwriting agreement and/or the lockup agreement will be for a customary period specified by the managing underwriters or underwriters not to exceed (i) 180 days following the consummation of the IPO, and (ii) 90 days following the consummation of any subsequent registered public sale of shares. The Company shall cause its executive officers and directors (and managers, if applicable) and shall use commercially reasonable efforts to cause other holders of shares who beneficially own (within the extent otherwise permitted, through the exercise meaning of “piggyback” or similar rights that such Holder may otherwise have Rules 13d-3 and 13d-5 under the Equity Registration Rights Agreement or Warrant Registration Rights Exchange Act as in effect on the date of this Agreement. Each Holder agrees to execute a lock-up agreement in favor ) at least 5% of the Company’s underwriters outstanding common stock, to such effect andenter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by the Stockholders. For the avoidance of doubt, in any event, that the Company’s underwriters in any relevant offering no Stockholder shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply required to a Holder once such Holder ceases agree to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor provisions that are more restrictive than lock-up provisions applicable to any other Stockholder and any lock-up provisions agreed to by a Stockholder shall provide that if any Stockholder is released from any of the Majority Holders’ underwriters to such effect andits lock-up restrictions, in any event, that the Majority Holders’ underwriters in any relevant offering all other Stockholders shall be third party beneficiaries of this Section 10(b). Notwithstanding released to the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangementsame extent.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or or, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Number shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety sixty (90)-day 60)-day period beginning on the date of closing of such offering (as such period may be extended or modified by the underwriters, the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters in any relevant offering to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b11(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who (irrespective of whether such Holder participates in such offering Underwritten Takedown, Piggyback Offering or underwritten registration) who beneficially owns five two percent (52%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven seventy-five (7) days prior to and the ninety (90)-day 75)-day period beginning on the date of closing a prospectus or prospectus supplement with respect to the pricing of such offering is filed with the Commission (or such lesser period as may be required to complete the offering) (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b11(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration Shelf Takedown, Underwritten Offering pursuant to a Demand Registration Request Section 2, Piggyback Offering or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no if a Holder who either participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock Ordinary Shares at such time (excluding, solely for purposes of calculating the number of issued Ordinary Shares used in the denominator of that calculation, the MIP Shares, the MIP Awards and an amount of Registrable Securities that exceeds three percent (3%) any Ordinary Shares issued pursuant to the terms of the outstanding Registrable Securities held by all Holders Opioid Trust CVR), such Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing the pricing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall prevent directors and any Holder from making a distribution of Registrable Securities to any of its partners, members other stockholder participating in such offering or stockholders thereof or a transfer of Registrable Securities such persons are otherwise obligated pursuant to an Affiliate or Related Fund that is otherwise in compliance agreement with the applicable securities laws, so long as such distributees or transferees, as applicable, agree Company to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute enter into a lock-up agreement in favor of the Company’s underwriters agreement, without giving effect to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitieswaiver or amendment thereof. (b) In connection with any Underwritten Shelf Takedown or Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Holders of a Majority Holdersof Registrable Securities, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ Holder’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b9(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration Shelf Takedown, Underwritten Offering pursuant to a Demand Registration Request Section 4, Piggyback Offering or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no if a Holder who either participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock Ordinary Shares at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders time, such Holder shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of the closing of such offering Offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall prevent directors and any Holder from making a distribution of Registrable Securities to any of its partners, members other stockholder participating in such offering or stockholders thereof or a transfer of Registrable Securities such persons are otherwise obligated pursuant to an Affiliate or Related Fund that is otherwise in compliance agreement with the applicable securities laws, so long as such distributees or transferees, as applicable, agree Company to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute enter into a lock-up agreement in favor of the Company’s underwriters agreement, without giving effect to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securitieswaiver or amendment thereof. (b) In connection with any Underwritten Shelf Takedown or Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Holders of a Majority Holdersof the Registrable Securities, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ Holder’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or who, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Amount shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety sixty (90)-day 60)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters in any relevant offering to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b11(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, to the extent requested by any underwriter(s) managing such offering, except with the written consent of the underwriters managing such offeringunderwriter(s), no Holder who participates in such offering or beneficially owns five percent (a “Participating Holder”) or, if not a Participating Holder, no Holder of more than 5%) or more % of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%together with the Participating Holders, the “Lockup Holders”) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior for up to and the a ninety (90)-day period beginning on the date of closing of the final prospectus filed in connection with such offering (as such period may be reasonably requested to be extended or waived by the underwriters, the “Lockup Period”), except as part of such offering, provided, that (1) such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directorsdirectors and (2) each Lockup Holder shall receive the benefit of any shorter Lockup Period or permitted exceptions (on a pro rata basis) agreed to by the underwriter(s) managing such offering; provided provided, further, that nothing herein such Lockup Period shall prevent any include customary carve-outs, including that a Lockup Holder from making may make a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict . To the ability of any Holder from participating in any extent requested by the underwriter(s) managing such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each each Participating Holder agrees to execute a lock-up lockup agreement in favor of the Company’s underwriters underwriter(s) managing such offering to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)effect. The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall agrees not to effect any public sale or distribution of equity securities any of the Companyits securities, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, securities (except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or any successor thereto or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company Company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), during the Lockup Period, except as part of such offering, without the prior written consent from the Majority Holders. To the extent requested by any underwriter managing such offering, the Company agrees to execute a lockup agreement in favor of the underwriter managing such offering to such effect.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request Offering or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the CompanyCompany and the Majority Holders, during the seven (7) days prior to and the ninety sixty (90)-day 60)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each such Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)effect. The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b)to such effect. Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement. (c) In connection with any Underwritten Offering, the Company shall cause its executives officers and directors to not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to cause its executive officers and directors to execute a lock-up agreement in favor of the underwriters in any relevant offering to such effect.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, securities during the seven (7) days prior to to, and the ninety (90)-day period (or such lesser period as the underwriters may agree) beginning on the date of closing of of, the final Prospectus filed in connection with such offering (as such period may be waived by the underwriters, the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directorsdirectors as reasonably requested by the underwriters, and reasonably acceptable to the Majority Holders; provided that the Lockup Period shall include customary carve-outs, including that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability ) and so long as no public disclosure of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreementdistribution is made. Each Holder agrees to execute a lock-up customary lockup agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third third-party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will shall no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of any of its equity securities of the Companysecurities, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holdersmanaging underwriter or underwriters, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up customary lockup agreement in favor of the Majority Holders’ underwriters in any relevant offering to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or any successor thereto, as part of any registration of securities or of offering and sale to employees, directors or consultants of the company Company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangementarrangement or in connection with any dividend or distribution reinvestment or direct stock purchase plan (or similar plan).

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request Offering or other underwritten public offering of equity securities by the Company, except with the written consent of Company and if requested by the underwriters managing such offeringUnderwritten Offering, no any Holder of Registrable Securities who participates in such offering or beneficially owns five percent (5%) or more of shall enter into customary lock-up agreements with the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%managing underwriter(s) of the outstanding Registrable Securities held by all Holders shall an Underwritten Offering providing that such Holder will not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven for up to ten (710) days prior to and the up to ninety (90)-day period beginning on 90) days following the date of closing of the final Prospectus for such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms offering and subject to the Company and all of its and its subsidiaries’ executive officers and directorsother customary exceptions; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders unitholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering and if requested by the underwriters managing such Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holderssuch managing underwriters for such Underwritten Offering, during the Lockup Period, except as part of such Underwritten Offering and subject to other customary exceptions as agreed with the managing underwriters of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, to the extent requested by any underwriter(s) managing such offering, except with the written consent of the underwriters managing such offeringunderwriter(s), no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount of Registrable Securities that exceeds three percent (3%) of the outstanding Registrable Securities held by all Holders shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven for up to a sixty (7) days prior to and the ninety (90)-day 60)- day period beginning on the date of closing of the final prospectus filed in connection with such offering (as such period may be extended or waived by the underwriters, the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided provided, further, that nothing herein such Lockup Period shall prevent any include customary carve-outs, including that a Holder from making may make a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict . To the ability of any Holder from participating in any extent requested by the underwriter(s) managing such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder each ▇▇▇▇▇▇ agrees to execute a lock-up agreement in favor of the Company’s underwriters underwriter(s) managing such offering to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a)effect. The provisions of this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall agrees not to effect any public sale or distribution of equity securities any of the Companyits securities, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, securities (except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or any successor thereto or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company Company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), during the Lockup Period, except as part of such offering, without the prior written consent from the Majority Holders. To the extent requested by any underwriter managing such offering, the Company agrees to execute a lock-up agreement in favor of the underwriter managing such offering to such effect.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Number shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety (90)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a). The provisions of this Section 10(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

Lockups. (a) In connection with any Underwritten Takedown or underwritten registration pursuant to a Demand Registration Request or other underwritten public offering of equity securities by the Company, except with the written consent of the underwriters managing such offering, no Holder who participates in such offering or who, together with its Affiliates and Related Funds, beneficially owns five percent (5%) or more of the outstanding shares of Common Stock at such time and an amount a number of Registrable Securities that exceeds three one percent (31%) of the outstanding Initial Registrable Securities held by all Holders Amount shall effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven (7) days prior to and the ninety sixty (90)-day 60)-day period beginning on the date of closing of such offering (the “Lockup Period”), except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided that nothing herein shall will prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 10(a11(a); provided, further, that nothing herein shall prevent or restrict the ability of any Holder from participating in any such offering, to the extent otherwise permitted, through the exercise of “piggyback” or similar rights that such Holder may otherwise have under the Equity Registration Rights Agreement or Warrant Registration Rights Agreement. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 10(a11(a). The provisions of this this Section 10(a11(a) will no longer apply to a Holder once such Holder ceases to hold Registrable Securities. (b) In connection with any Underwritten Offering, the Company shall not effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Majority Holders, during the Lockup Period, except as part of such offering, provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Majority Holders. The Company agrees to execute a lock-up agreement in favor of the Majority Holders’ underwriters in any relevant offering to such effect and, in any event, that the Majority Holders’ underwriters in any relevant offering shall be third party beneficiaries of this Section 10(b11(b). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities or of offering and sale to employees, directors or consultants of the company and its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.