Common use of Market Stand-Off Agreement Clause in Contracts

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder Lender hereby agrees thatthat it will not, if and to without the extent requested by the lead underwriter of securities prior written consent of the Company in connection with a registration relating to a specific proposed public offering (other than a registration managing underwriter, during the period commencing on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such registration for up period not to exceed one hundred eighty (180) days following days) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the effective date Lender or are thereafter acquired) but specifically excluding shares purchased by Lender pursuant to the Company’s Initial Offering or thereafter on the open market), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the related registration statementeconomic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The obligations underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 8.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Lender further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 8.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Lenders subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder under this Section 3.12 are Lender (and the shares or securities of every other person subject to the following conditions: foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the lockup last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or standoff agreement applies only material news or a material event relating to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statementoccurs; or (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities prior to the expiration of the Company are bound by substantially identical restrictions; one hundred eighty (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the 180)-day restricted period, provided the Company announces that such Affiliate executes it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 8.11 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Lender agrees that a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement legend reading substantially as follows shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to be placed on all certificates representing all Registrable Securities that are that are of each Lender (and the shares or securities of every other person subject to any such lockup or standoff agreementthe restriction contained in this Section 8.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementAS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Market Stand-Off Agreement. Each In connection with any underwritten offering, each Holder hereby agrees thatthat it will not, if and to without the extent requested by the lead underwriter of securities prior written consent of the Company in connection with a registration relating to a specific proposed public offering (other than a registration managing underwriter, during the period commencing on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of the final prospectus relating to such registration for up offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days following days) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately prior to the effective date effectiveness of the related registration statementstatement for such offering, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The obligations foregoing provisions of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies Article 11 shall only apply to the first registration statement of the Company which covers securities to be sold on its behalf to filed under the public in Securities Act involving an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that offering and if all directors, officers, directors and holders of 1% or more of any class of securities greater than five percent (5%) stockholders of the Company are bound subject to similar agreements. The underwriters in connection with such public offering are intended third party beneficiaries of this Article 11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by substantially identical restrictions; (iii) the lockup underwriters of such public offering that are consistent with this Article 11 or standoff agreement provides that if any securities of are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release may impose stop transfer instructions with respect to any the Registrable Securities of each Holder (and the shares or securities of every other holder person subject to the foregoing restriction) until the end of Company’s securitiessuch period. Notwithstanding the foregoing, including any director, officerthe obligations described in this Article 11 shall not apply to a registration relating solely to employee benefit plans on Form S-8 or similar forms which may be promulgated in the future, or holder of 1% a registration relating solely to a Commission Rule 145 transaction on Form S-4 or more of any class of securities of similar forms which may be promulgated in the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementfuture.

Market Stand-Off Agreement. Each Holder hereby agrees thatagrees, if and to the extent requested so required by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145managing underwriter(s), such Holder will, subject to that it will not during the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of period commencing on the date of the final prospectus relating to the Company’s IPO and ending on the date specified by the Company and the managing underwriter (such registration for up period not to exceed one hundred eighty (180) days following from the effective date of such final prospectus, or such other period, not to exceed twenty (20) additional days, as may be requested by the related registration statement. The obligations of each Holder under this Section 3.12 are subject Company or an underwriter to the following conditions: accommodate regulatory restrictions on (i) the lockup publication or standoff agreement applies only other distribution of research reports and (ii) analyst recommendations and opinions, including but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend, offer, pledge, hypothecate, hedge, sell, make any short sale of, loan, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Equity Securities (other than those included in such offering) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the first registration statement economic consequences of ownership of the Equity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Equity Securities or such other securities, in cash or otherwise; provided, that (x) all directors, officers and all other holders of share capital of the Company which covers securities must be bound by restrictions substantially identical to those applicable to any Holder pursuant to this Section 6.3, (y) all Holders will be sold on its behalf released from any restrictions set forth in this Section 6.3 to the public in an underwritten offering, but not extent that any other members subject to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officerssubstantially similar restrictions are released, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iiiz) the lockup or standoff agreement provides that if any securities of agreements shall permit Holders to transfer their Registrable Securities to their respective Affiliates so long as the transferees enters into the same lockup agreement. In order to enforce the foregoing covenant, the Company are to be excluded or released in whole or part from such restrictions, may place restrictive legends on the underwriter shall so notify each Holder within three (3) days certificates and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release impose stop-transfer instructions with respect to any other holder the Registrable Securities of Company’s securities, including any director, officer, each shareholder (and the shares or holder of 1% or more of any class of securities of the Company every other person subject to such restrictions; and (ivthe foregoing restriction) until the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate end of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder hereby agrees that, if in connection with any public offering of the Company’s Common Stock or other equity securities, and to upon the extent requested by request of any managing underwriter in such offering, such Holder shall not, without the lead underwriter prior written consent of such managing underwriter, sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of, any Common Stock or equity securities of the Company in connection with a registration relating to a specific proposed public offering held by such Holder (other than a those included in the registration statement) during the period commencing on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of the final prospectus for the public offering filed under the Securities Act and ending on the date specified by the managing underwriter (such registration for up period not to exceed one hundred eighty (180) days following the effective date of the related registration statementstatement plus such additional period up to thirty-five (35) days as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (A) the publication or other distribution of research reports and (B) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The foregoing provisions of this Subsection 2.13 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all executive officers, directors and key employees of the Company and holders of at least five percent (5%) of the Company’s voting securities (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or preferred stock, as if exercised or converted) are bound by and have entered into similar agreements. The obligations of each Holder under described in this Section 3.12 are subject Subsection 2.13 shall not apply to the following conditions: (i) the lockup or standoff agreement applies only to the first a registration statement of relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officerfuture, or holder of 1% a registration relating solely to a transaction on Form S-4 or more of any class of securities of similar forms that may be promulgated in the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such executionfuture. The Company may impose a stop-transfer restriction instructions and may stamp each such certificate with the second legend set forth in Section 2.11 hereof with respect to Registrable Securities that are that are the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters as reasonably requested in customary form to the extent consistent with or necessary to give further effect to the provisions of this Subsection 2.13. Any early release from, or discretionary waiver or termination of, the lock-up period contained herein and in any such lockup agreement with the underwriters, as applicable, by the Company or standoff agreement, but the managing underwriters shall remove such restriction immediately upon be apportioned pro rata among all securityholders bound by the expiration or termination of such lockup or standoff agreementlock-up period.

Market Stand-Off Agreement. Each Holder hereby agrees with PubCo that, if and with respect to Underwritten Offerings initiated by a Holder only, during such period (which period shall in no event exceed 90 days) following the extent requested by effective date of a Registration Statement of PubCo (or, in the lead underwriter case of securities an Underwritten Shelf Take-Down, the date of the Company in connection with filing of a registration preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Holders that own a specific proposed public offering majority of the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of such Underwritten Offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145“Market Stand-Off Period”), such Holder willor its Affiliates shall not sell, subject pledge, mortgage, hypothecate, transfer, make any short sale of, loan, grant any option or right to the following conditionspurchase of, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other shares of the Company owned held by it at any time during such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statementperiod. The obligations of each Holder under In connection with any Underwritten Offering contemplated by this Section 3.12 are subject 3.10, PubCo shall use reasonable best efforts to the following conditions: (i) the lockup or standoff agreement applies only cause each director and executive officer of PubCo to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes execute a customary lock-up for the Market Stand-Off Period. Each Holder agrees with PubCo that it shall deliver to the Underwriter or standoff Underwriters for any such Underwritten Offering a customary agreement substantively identical (with customary terms, conditions and exceptions) that is substantially similar to that signed the agreement delivered to the Underwriter or Underwriters by the transferring Holder. The lock-up or standoff Holders that own a majority of the Registrable Securities participating in such Registration reflecting their agreement set forth in this Section 3.10; provided, that such agreement shall expire no later not be materially more restrictive than ninety (90) days after execution any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that such agreement shall not be required unless all Holders are required to enter into similar agreements; provided, further, that such agreement shall provide that any early release of any Holder from the Holder if no underwritten public offering has occurred by provisions of the date terms of such execution. The Company may impose agreement shall be on a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementpro rata basis among all Holders.

Market Stand-Off Agreement. Each Holder hereby agrees that(a) Solely in connection with an IPO (including an IPO pursuant to Section 2 hereof), if and to the extent so requested by the lead underwriter of securities underwriters, the Investors shall not sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any capital stock of the Company in connection with a registration relating to a specific proposed public offering (other than those shares of Common Stock included in such registration pursuant to Section 2, hereof) without the prior written consent of the Company, for a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject period designated by the Company in writing to the following conditionsInvestors, enter into a lock-up or standoff agreement in customary form (subject which period shall begin upon the effectiveness of the registration statement pursuant to the following conditions) under which such Holder agrees IPO shall be made and shall not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to last more than one hundred and eighty (180) days following (or such other period, not to exceed two hundred and ten (210) days, as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including but not limited to the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f) or any successor provisions or amendments thereto) after the effective date of the related such registration statement. The obligations Company shall obtain the agreement of each Holder under any person permitted to sell shares of stock in a registration to be bound by and to comply with this Section 3.12 are subject 5 as if such person was an Investor hereunder. In the event (a) the Company fails to attain an agreement from all of the Company’s directors and officers to be bound by and to comply with this Section 5 as if such person were an Investor hereunder or (b) the Company fails to attain such agreement from all holders of more than one percent (1%) of the Company’s outstanding capital stock, on a fully-diluted basis, the restrictions set forth in this Section 5 shall cease to apply to the following conditions: (i) Investors. The foregoing provisions of this Section 5 shall not apply to distributions or other transfers to Affiliates, partners, members, stockholders or other equity holders of an Investor, provided, that the lockup recipient agrees to be similarly bound by this Section 5. Any discretionary waiver or standoff agreement applies only to the first registration statement termination of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more restrictions of any class or all of securities of such agreements by the Company are bound by substantially identical restrictions; (iii) or the lockup or standoff agreement provides that if any securities of the Company are underwriters shall apply pro rata to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company all parties subject to such restrictions; and (iv) agreements, based on the lockup or standoff agreement by its terms permits transfers number of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are shares subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementagreements.

Market Stand-Off Agreement. (a) Each Holder hereby agrees that, if and with respect to Underwritten Offerings initiated by a Holder only, during such period (which period shall in no event exceed ninety (90) days) following the extent requested by effective date of a Registration Statement of PubCo (or, in the lead underwriter case of securities an Underwritten Shelf Take-Down, the date of the Company in connection with filing of a registration preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Holders that own a specific proposed public offering majority of the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of such Underwritten Offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145“Market Stand-Off Period”), such Holder willor its Affiliates shall not sell, subject pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to the following conditionspurchase of, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other held by it at any time during such period except Registrable Securities included in such Registration and shares of the Company owned Common Stock subject to a Charitable Distribution in connection with such Underwritten Offering. In connection with any Underwritten Offering contemplated by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject 3.10, PubCo shall use reasonable best efforts to the following conditions: (i) the lockup or standoff agreement applies only cause each director and executive officer of PubCo to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes execute a customary lock-up for the Market Stand-Off Period. Each Holder agrees that it shall deliver to the Underwriter or standoff Underwriters for any such Underwritten Offering a customary agreement substantively identical (with customary terms, conditions and exceptions) that is substantially similar to that signed the agreement delivered to the Underwriter or Underwriters by the transferring Holder. The lock-up or standoff Holders that own a majority of the Registrable Securities participating in such Registration reflecting their agreement set forth in this Section 3.10; provided, that such agreement shall expire no later not be materially more restrictive than ninety (90) days after execution any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that such agreement shall not be required unless all Holders are required to enter into similar agreements; provided, further, that such agreement shall provide that any early release of any Holder from the Holder if no underwritten public offering has occurred by provisions of the date terms of such execution. The Company may impose agreement shall be on a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementpro rata basis among all Holders.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff stand-off agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration seven (7) days prior to, and for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup lock-up or standoff stand-off agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of one percent (1% %) or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup lock-up or standoff stand-off agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of Company’s securities, including any director, officer, or holder of one percent (1% %) or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup lock-up or standoff stand-off agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff stand-off agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup lock-up or standoff agreement, stand-off agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and during a period of 180 days following the effective date of a registration statement of the Company filed under the Act relating to the IPO of the Company, plus up to an additional 34 days to the extent requested by the lead underwriter of securities managing underwriter(s) for such offering in order to address Rule 2711(f) of the Company in connection with a registration relating to a specific proposed public offering Financial Industry Regulatory Authority, Inc. or any similar successor provision (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145such period, the “Lock-Up Period”), such Holder willshall not, subject to the following conditionsextent requested by the Company and such managing underwriter(s), enter into a lock-up directly or standoff agreement in customary form (subject indirectly sell, offer to the following conditions) under which such Holder agrees not sell, contract to sell (including any short sale), grant any option to purchase, or otherwise transfer or dispose of any Registrable Securities or (other shares of the Company owned by such Holder as of the date of such registration for up than to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities donees who agree to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (iisimilarly bound) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released held by it at any time during such period except Common Stock included in whole or part from such restrictionsregistration; provided, the underwriter shall so notify each Holder within three (3) days however, that all officers and each Holder shall be excluded or released, in proportionate amounts to the extent directors of the exclusion or release with respect to any other holder Company, Founder Holders and stockholders holding in excess of Company’s securities, including any director, officer, or holder one percent (1%) of 1% or more of any class of securities the outstanding Common Stock of the Company (treating all Preferred Stock on an as-converted to Common Stock basis) enter into similar agreements. Any discretionary waiver or termination by the Company or the underwriters of the restrictions described in this Section 8.12 as applied to any Holder, officer or director or stockholder holding in excess of one percent (1%) of the outstanding Common Stock of the Company (treating all Preferred Stock on an as-converted to Common Stock basis) of the Company (the “Subject Parties”) shall apply pro rata to all Holders subject to such restrictions; and (iv) , based on the lockup or standoff agreement number of shares held by its terms permits transfers of Registrable Securities by any each Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup restrictions, except that, notwithstanding the foregoing, the Company and the underwriters may, in their sole discretion, waive or standoff agreementterminate these restrictions with respect to (i) the exercise or conversion of stock options, but shall remove such restriction immediately upon warrants and other convertible securities that would otherwise expire during the expiration Lock-Up Period and (ii) up to an aggregate of 100,000 shares of Common Stock held by the Subject Parties. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of a Holder (and the shares or termination securities of every other person subject to the foregoing restriction) until the end of such lockup period. Notwithstanding the foregoing, the obligations described in this Section 8.12 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or standoff agreementForm S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future.

Market Stand-Off Agreement. Each Holder hereby agrees thatthat in connection with an IPO, if and to such Holder shall not sell, transfer, make any short sale of, grant any option for the extent requested by purchase of, or enter into any hedging or similar transaction with the lead underwriter of securities same economic effect as a sale, any Common Stock (or other securities) of the Company in connection with a registration relating to a specific proposed public offering held by such Holder (other than those included in the registration) for a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to period specified by the following conditions, enter into a lock-up or standoff agreement in customary form representative of the underwriters of Common Stock (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares securities) of the Company owned by such Holder as of the date of such registration for up not to exceed one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first a registration statement of the Company which covers securities to be sold on its behalf to filed under the public Securities Act in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; connection with the Company’s IPO (iithe “Stand-Off Period”) such Holder is satisfied that as long as all directors, officers, and holders of stockholders individually owning more than one percent (1% or more of any class of securities %) of the Company are bound Company’s then outstanding shares of Common Stock (after giving effect to conversion into Common Stock of all outstanding shares of Preferred Stock) and all executive officers and directors enter into similar agreements. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded which are consistent with the foregoing or released, in proportionate amounts which are necessary to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such executiongive further effect thereto. The Company may impose a stop-transfer restriction instructions with respect to Registrable Securities that are that are the shares of Common Stock (or other securities) subject to any such lockup or standoff agreementthe foregoing restriction until the end of said one hundred eighty (180) day period. The underwriters of the Company’s stock are intended third-party beneficiaries of this Section 2 and shall have the right, but shall remove such restriction immediately upon power and authority to enforce the expiration provisions hereof as though they were a party hereto. Any discretionary waiver or termination of the restrictions of any or all of such lockup agreements by the Company or standoff agreementthe underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

Market Stand-Off Agreement. (a) Each Holder hereby agrees thatthat he, if and she or it shall not, to the extent requested by the lead managing underwriter of securities a Qualified Public Offering in which Securities (as defined below) are sold, directly or indirectly, offer, sell, pledge, contract to sell, transfer the economic risk of the Company in connection with a registration relating ownership in, make any short sale, grant any option to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell purchase or otherwise transfer or dispose of any Registrable Securities or other shares of the Company Corporation or any securities convertible into or exchangeable or exercisable for or any other rights to purchase or acquire Securities, including, without limitation, Securities which may be deemed to be beneficially owned by such each Holder as in accordance with the rules and regulations of the date SEC and Securities which may be issued upon exercise of such registration an option or warrant, or enter into any Hedging Transaction (as defined below) relating to Securities (each of the foregoing referred to as a “Disposition”) for up to one hundred eighty (180) a period of 180 days following after the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement relating to such Qualified Public Offering (the “Lock-Up Period”) unless the managing underwriter otherwise agrees; provided, however, such restrictions shall apply only if all of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, Corporation’s executive officers, directors and holders of 1% five percent (5%) or more of any class of securities of the Company are bound by substantially identical restrictionsCorporation’s voting Securities (collectively, “Other Restricted Sellers”) enter into similar agreements; (iii) provided, further, however, that the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder undersigned shall be excluded or released, permitted to participate on a pro rata basis in proportionate amounts to any early release from the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more Lock-Up Period of any class of securities of Other Restricted Seller by the Company subject managing underwriter. The foregoing restriction is expressly intended to such restrictions; and (iv) preclude the lockup undersigned from engaging in any Hedging Transaction or standoff agreement by its terms permits transfers of Registrable Securities by any Holder other transaction which is designed to any Affiliate of such Holder or reasonably expected to lead to or result in a Disposition during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed Lock- Up Period even if the Securities would be disposed of by someone other than the transferring Holderundersigned. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.“

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to in connection with the extent requested by the lead underwriter of securities Initial Public Offering of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 of securities in a Rule 145 transaction or a related or successor form relating solely with respect to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)plan) that, such Holder willupon request of the underwriters managing any underwritten offering of the Company’s securities, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell sell, make any short sale of, loan, grant any option for the purchase of, pledge, hypothecate or otherwise transfer directly or indirectly dispose of any Registrable Securities (other than those included in the registration) or other shares capital stock of the Company owned by such Holder as or securities exchangeable or convertible into capital stock of the date Company without the prior written consent of such registration underwriters for up such period of time (not to exceed one hundred eighty (180) days following from the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (ifinal prospectus used in such registration) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to as may be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to requested by such registration statement; (ii) such Holder is satisfied that all directors, officersmanaging underwriters, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes enter into a lock-up or standoff agreement substantively identical to in customary form with such underwriters consistent with the foregoing, provided that signed all officers and directors of the Company and holders of at least one percent (1%) of the Company’s capital stock are bound by the transferring Holderand have entered into similar agreements. The lock-up or standoff agreement shall expire no later than ninety certificates for the (90a) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Shares, (b) Registrable Securities that are that are subject to and (c) any other securities issued in respect of the securities referenced in clauses (a) and upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall contain, for so long as such lockup or standoff agreementmarket stand-off provision remains in place, but shall remove such restriction immediately upon certain legends, including a legend in substantially the expiration or termination of such lockup or standoff agreementfollowing form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER THAT PROHIBITS SALE OR TRANSFER OF SUCH SHARES FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE DATE OF THE FINAL PROSPECTUS FOR THE INITIAL PUBLIC OFFERING OF THE ISSUER’S COMMON STOCK. THIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER.”

Market Stand-Off Agreement. Each Holder hereby agrees thatExcept as provided herein, if and such Stockholder will not, without the prior written consent of Parent, directly or indirectly offer, sell or contract or grant any option to sell, or otherwise dispose of (including short sales, sales against the box and/or other hedging or derivative transactions), pledge or transfer 100% of the shares of Parent Stock acquired by such Stockholder (including any Parent Voting Common Stock into which any Parent Non-Voting Common Stock is converted) pursuant to the extent requested by the lead underwriter of securities terms of the Company Merger Agreement in connection with exchange for the Shares (the “Restricted Merger Consideration Shares”) for a registration relating to a specific proposed public offering (other than a registration period commencing on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: Closing Date and continuing through (i) the lockup or standoff agreement applies only to the first registration statement 30th day thereafter, after which an aggregate of 25% of the Company which covers securities to Restricted Merger Consideration Shares shall be sold on its behalf to released from the public in an underwritten offeringforegoing restrictions, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directorsthe 60th day thereafter, officers, and holders after which an aggregate of 150% or more of any class of securities of the Company are bound by substantially identical Restricted Merger Consideration Shares shall be released from the foregoing restrictions; , (iii) the lockup or standoff agreement provides that if any securities 90th day thereafter, after which an aggregate of 75% of the Company are to Restricted Merger Consideration Shares shall be excluded or released in whole or part from such the foregoing restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits 120th day thereafter, after which an aggregate of 100% of the Restricted Merger Consideration Shares shall be released from the foregoing restrictions. The foregoing sentence shall not apply to (A) transfers of Registrable Securities Restricted Merger Consideration Shares to immediate family members or trusts, partnerships, limited liability companies or other entities for the benefit of such family members, (B) transfers of Restricted Merger Consideration Shares to a wholly-owned subsidiary, parent, general partner, limited partner, retired partner, member or retired member of the undersigned, or (C) transfers of Restricted Merger Consideration Shares by such Stockholder in non-public transactions; provided, however, that in each case, (1) such transferee takes such Restricted Merger Consideration Shares subject to all of the provisions of this Stockholders Agreement, and (2) no filing by any Holder to any Affiliate party (transferor or transferee) under the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in connection with such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date transfer of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementRestricted Merger Consideration Shares.

Market Stand-Off Agreement. Each Provided that all Holders are treated equally and that holders of at least 1% of the outstanding securities of the Company and all officers and directors of the Company are also so bound, no Holder hereby agrees thatshall, if and to the extent requested by the lead any managing underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)Company, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other shares of Shares during a period (the Company owned by such Holder as of the date of such registration for up “Stand-Off Period”) equal to one hundred eighty (180) 180 days following the effective date of a registration statement of the related registration statement. The obligations of each Holder Company’s initial Public Offering filed under this Section 3.12 are subject the Securities Act (or such shorter period as the Company or managing underwriter may authorize, so long as the applicable Stand-Off Period for all Holders is the same) (or such longer period as may be requested by the Company or an underwriter to the following conditions: accommodate regulatory restrictions on (i) the lockup publication or standoff agreement applies only to the first registration statement other distribution of the Company which covers securities to be sold on its behalf to the public in an underwritten offeringresearch reports and (ii) analyst recommendations and opinions, including, but not to Registrable Securities actually limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), and except for securities sold pursuant to as part of the offering covered by such registration statementstatement in accordance with the provisions of this Agreement; (ii) such Holder is satisfied that all directorsprovided, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictionsofficer, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of the outstanding securities of the Company subject to (the “Specified Shareholders”) is released by such restrictions; and underwriter from its lockup obligations as referenced hereunder, then all Holders shall be so released on a pro rata basis (iv) with the lockup or standoff agreement by its terms permits transfers percentage of each Holder’s Registrable Securities by any Holder so released being equal to any Affiliate the percentage of such Holder during shares so released for the restricted periodSpecified Shareholder having the highest percentage of released shares among all of the Specified Shareholders). In order to enforce the foregoing covenant, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-stock transfer restriction restrictions with respect to the Registrable Securities that are that are subject Shares of each Holder until the end of the Stand-Off Period. Notwithstanding the foregoing, the obligations described in this Section 2.12 shall not apply to any such lockup a registration relating solely to employee benefit plans on Form S-1 or standoff agreementForm S-8 or similar forms which may be promulgated in the future, but shall remove such restriction immediately upon or a registration relating solely to an acquisition of another person’s business, Form S-4 or similar forms which may be promulgated in the expiration or termination of such lockup or standoff agreementfuture.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company that in connection with a registration relating to a specific proposed public offering the IPO of the Company’s securities (other than a registration on Form S-8 of securities in a Rule 145 transaction or a related or successor form relating solely with respect to an employee benefit plan plan) that, upon request of the Company or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)the underwriters managing any underwritten offering of the Company’s securities, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell sell, make any short sale of, loan, grant any option for the purchase of, pledge, hypothecate, limit such Holder’s market risk regarding or otherwise transfer directly or indirectly dispose of any Registrable Securities or other shares of the Company owned by such Holder as Company’s capital stock acquired through the exercise or conversion of this Warrant (other than those included in the registration) or other capital stock of the date Company or securities exchangeable or convertible into capital stock of the Company without the prior written consent of the Company or such registration underwriters, as the case may be, for up such period of time (not to exceed one hundred eighty (180) days following from the effective date of the related registration statement. The obligations final prospectus used in such registration) as may be requested by the Company or such managing underwriters, and to enter into a lock-up agreement in customary form with such underwriters providing for restrictions approved by the Board of each Holder under this Section 3.12 are subject to Directors of the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement Company, provided that all officers and directors of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of at least one percent (1% %) of the Company’s outstanding voting securities are bound by and have entered into similar agreements. The underwriters in connection with the IPO are intended third party beneficiaries of this Section and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s IPO that are consistent with this Section 4.8 or more of that are necessary to give further effect thereto. The certificates for any class of such securities of the Company are bound held by Holder shall contain, for so long as such market stand-off provision remains in place, a legend in substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER THAT PROHIBITS SALE OR TRANSFER OF SUCH SHARES FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE DATE OF THE FINAL PROSPECTUS FOR THE INITIAL PUBLIC OFFERING OF THE ISSUER’S COMMON STOCK. THIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER.” In order to enforce the foregoing covenant, the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release may impose stop transfer instructions with respect to any other holder of Company’s securities, including any director, officer, the securities held by Holder (and the shares or holder of 1% or more of any class of securities of the Company every other person subject to such restrictions; and (ivthe foregoing restriction) until the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate end of such Holder period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, provided that such Affiliate executes the Company issues an earnings release or material news or a lock-up material event relating to the Company occurs; or standoff agreement substantively identical (ii) prior to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 4.8 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or termination the occurrence of such lockup the material news or standoff agreementmaterial event.

Market Stand-Off Agreement. Each Holder Member hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder Member will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder Member agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder Member as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder Member under this Section 3.12 3.14 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder Member is reasonably satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days Member and each Holder Member shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder Member to any Affiliate of such Holder Member during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such executionMember. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder hereby agrees with PubCo that, if and with respect to Underwritten Offerings initiated by a Holder only, during such period (which period shall in no event exceed 90 days) following the extent requested by effective date of a Registration Statement of PubCo (or, in the lead underwriter case of securities an Underwritten Shelf Take-Down, the date of the Company in connection with filing of a registration preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Demand Initiating Holder or the Shelf Take-Down Initiating Holder, as applicable, that own a specific proposed public offering majority of the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of such Underwritten Offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145“Market Stand-Off Period”), such Holder willor its Affiliates shall not sell, subject pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to the following conditionspurchase of, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other held by it at any time during such period except Registrable Securities included in such Registration and shares of Common Stock subject to a Charitable Distribution in connection with such Underwritten Offering. In connection with any Underwritten Offering contemplated by this Section 3.10, PubCo shall use reasonable best efforts to cause each director and executive officer of PubCo to execute a customary lock-up for the Company owned Market Stand-Off Period. Each Holder agrees with PubCo that it shall deliver to the Underwriter or Underwriters for any such Underwritten Offering a customary agreement (with customary terms, conditions and exceptions) that is substantially similar to the agreement delivered to the Underwriter or Underwriters by such Holder as the Holders that own a majority of the date of Registrable Securities participating in such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under Registration reflecting their agreement set forth in this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement3.10; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later not be materially more restrictive than ninety (90) days after execution any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that such agreement shall not be required unless all Holders are required to enter into similar agreements; provided, further, that such agreement shall provide that any early release of any Holder from the Holder if no underwritten public offering has occurred by provisions of the date terms of such execution. The Company may impose agreement shall be on a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementpro rata basis among all Holders.

Market Stand-Off Agreement. Each (a) Holder hereby agrees that, if during the period of duration (up to, but not exceeding, one hundred eighty (180) days) specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective date of a registration statement of the Company filed under the Securities Act, Holder shall not, to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating and such underwriter, directly or indirectly sell, offer to a specific proposed public offering sell, contract to sell (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145including, without limitation, any short sale), such Holder will, subject grant any option to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other shares securities of the Company owned held by it at any time during such Holder as period except Common Stock included in such registration; provided, however, (i) such agreement shall be applicable only with respect to an underwritten initial public offering of Common Stock (whether such offer was initiated by the Company or Holder), and (ii) that all officers and directors of the date Company, all one percent (1%) or greater security holders, and all other persons with registration rights with respect to the Company’s securities (whether or not pursuant to this Agreement) enter into similar agreements. Notwithstanding the foregoing, Holder shall not be bound by the terms of the this Section 1.14(a) if any such officer, director, one percent (1%) or greater security holder or other person with registration for up rights is released, with respect to one hundred eighty some or all of the Common Stock or other securities held by it, from the transfer restrictions contained herein. The transfer restrictions contained herein shall not apply to (180a) days transfers of Common Stock or other securities of the Company to affiliates, provided that any such transferee agrees to be bound by the terms of this Section 1.14(a), (b) sales of any Common Stock or other securities of the Company to a third party in a transaction that is exempt pursuant to a private placement from the registration requirements of the Securities Act of 1933, as amended, provided that any such purchaser agrees to be bound by the terms of this Section 1.14(a), or (c) sales of any Common Stock or other securities of the Company purchased in the open market by Holder following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementsecurities.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration seven (7) days prior to, and for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is reasonably satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of the Company’s securities, including any directordirectors, officerofficers, or holder holders of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in usual and customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 2.14 are subject to the following conditions: (ia) the lockup lock-up or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (iib) such Holder is reasonably satisfied that all directors, officers, and holders of 1% one half percent (0.5%) or more of any class of securities of the Company are bound by substantially identical restrictions; (iiic) the lockup lock-up or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of one percent (1% %) or more of any class of securities of the Company subject to such restrictions; and (ivd) the lockup lock-up or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup lock-up or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent If requested by the lead Company and an underwriter of securities Common Stock (or other securities) of the Company in connection with Company, a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees shall not to sell or otherwise transfer or dispose of any Registrable Securities Common Stock (or other shares securities) of the Company owned held by such Holder as of (other than those included in the date of such registration for up to registration) during the one hundred eighty (180) days day period following the APIGEE CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first a registration statement of the Company which covers filed under the Securities Act (or such longer period as the underwriters or the Company shall request, if the Company is not an Emerging Growth Company under applicable U.S. securities laws and regulations, in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation, not to exceed thirty-four (34) days after the termination of the one hundred eighty (180) day period), provided that such agreement shall only apply to the first such registration statement of the Company, including securities to be sold on its behalf to the public in an underwritten offering, but . The foregoing provisions of this Section 1.12 shall not apply to Registrable Securities actually sold the sale of any shares to an underwriter pursuant to such registration statement; an underwriting agreement or shares acquired in the Company’s initial public offering or in open market transactions on or after the date of the Company’s initial public offering and shall only be applicable to the Holders if all officers and directors of the Company (iiregardless of ownership percentage) such Holder is satisfied that all directors, officers, and holders of one percent (1% %) or more of any class of securities greater shareholders of the Company are bound by substantially identical restrictionsrequired to enter into similar agreements; (iii) the lockup or standoff agreement provides provided, however, that if any securities of the Company obligations described in this Section 1.12 are to be excluded waived or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release terminated with respect to any other holder of Company’s securities, including the securities of any directorsuch Holder, officer, director or holder of one percent (1% %) or more of greater shareholder (in any class such case, the “Released Securities”), the foregoing provisions shall be waived or terminated, as applicable, to the same extent and with respect to the same percentage of securities of each Holder as the percentage of Released Securities represent with respect to the securities held by the applicable Holder, officer, director or one percent (1%) or greater shareholder. If the underwriters reasonably request, the Company subject will require its employees to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed be bound by the transferring Holderprovisions of this Section 1.12. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by underwriters in connection with the Holder if no underwritten Company’s initial public offering has occurred by are intended third party beneficiaries of this Section 1.12 and shall have the date of such executionright, power and authority to enforce the provisions hereof as though they were a party hereto. The obligations described in this Section 1.12 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose a stop-stop transfer restriction instructions with respect to Registrable Securities that are that are the shares (or securities) subject to any such lockup or standoff agreement, but shall remove such the foregoing restriction immediately upon until the expiration or termination end of such lockup or standoff agreementthe applicable periods.

Market Stand-Off Agreement. Each The Holder hereby agrees thatthat it will not, if and to without the extent requested by the lead underwriter of securities prior written consent of the Company in connection with a registration relating to a specific proposed public offering (other than a registration managing underwriter, during the period commencing on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of the final prospectus relating to the Company’s Initial Public Offering and ending on the date specified by the Company and the managing underwriter (such registration for up period not to exceed one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: days) (i) the lockup lend, offer, pledge, sell, contract to sell, sell any option or standoff agreement applies only contract to the first registration statement purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of the Company which covers securities to be sold on its behalf to Company’s capital stock acquired through the public in an underwritten offeringexercise of this Warrant, but not to Registrable Securities actually sold pursuant to such registration statement; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Company’s capital stock acquired through the exercise of this Warrant, whether any such Holder transaction described in clause (i) or (ii) above is satisfied to be settled by delivery of securities, in cash or otherwise. The underwriters in connection with the Company’s Initial Public Offering are intended third party beneficiaries of this Section and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Hxxxxx further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Public Offering that are consistent with this Section 20 or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Shares until the end of such period. Notwithstanding anything to the contrary contained in this Section 20, this Section 20 shall be of no force or effect unless all directorslicensors, officers, officers and holders of 1% or more of any class of securities directors of the Company are bound by subject to substantively similar “market stand off” provisions. Hxxxxx agrees that a legend reading substantially identical restrictions; (iii) as follows shall be placed on all certificates representing the lockup or standoff agreement provides that if any securities Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. The foregoing legend shall be removed from the certificates representing the Shares, at the request of the Company are to be excluded or released in whole or part from holder thereof, at such restrictions, time as the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement period described above shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementhave expired.

Market Stand-Off Agreement. Each If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, each Holder hereby agrees thatthat such Holder shall not sell or otherwise transfer, if and to make any short sale of, grant any option for the extent requested by purchase of, or enter into any hedging or similar transaction with the lead underwriter same economic effect as a sale, of securities any Common Stock (or other securities) of the Company in connection with a registration relating to a specific proposed public offering held by such Holder (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to those included in the following conditions, enter into a lock-up or standoff agreement in customary form (subject to registration) during the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days day period following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officerInitial Public Offering, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution with respect to offerings other than the Initial Public Offering, or such other period as may be requested by the Holder Company or an underwriter to accommodate regulatory restrictions on the (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future and shall only be applicable to the Holders if no underwritten public offering has occurred by all officers, directors and greater than one percent (1%) stockholders of the date of such executionCompany enter into similar agreements. The Company may impose a stop-transfer restriction instructions and may stamp each such certificate with the second legend set forth in Section 2.8(c) hereof with respect to Registrable Securities that are that are the shares of Common Stock (or other securities) subject to any the foregoing restriction until the end of such lockup or period. Each Holder agrees to execute a market standoff agreement, but shall remove such restriction immediately upon agreement with said underwriters in customary form consistent with the expiration provisions of this Section 2.10. Any discretionary waiver or termination of the restrictions of any or all of such lockup agreements by the Company or standoff agreementthe underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements. The foregoing provisions of this Section 2.10 shall not apply to the sale of any shares to an underwriter of the Company’s securities pursuant to an underwriting agreement entered into by the Company.

Market Stand-Off Agreement. (a) Each Holder hereby agrees thatthat he, if and she or it shall not, to the extent requested by the lead managing underwriter of securities a Qualified Public Offering in which Securities (as defined below) are sold, directly or indirectly, offer, sell, pledge, contract to sell, transfer the economic risk of the Company in connection with a registration relating ownership in, make any short sale, grant any option to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell purchase or otherwise transfer or dispose of any Registrable Securities or other shares of the Company Corporation or any securities convertible into or exchangeable or exercisable for or any other rights to purchase or acquire Securities, including, without limitation, Securities which may be deemed to be beneficially owned by such each Holder as in accordance with the rules and regulations of the date SEC and Securities which may be issued upon exercise of such registration an option or warrant, or enter into any Hedging Transaction (as defined below) relating to Securities (each of the foregoing referred to as a “Disposition”) for up to one hundred a period of one-hundred-eighty (180) days following after the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement relating to such Qualified Public Offering (the “Lock-Up Period”) unless the managing underwriter otherwise agrees; provided, however, such restrictions shall apply only if all of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, Corporation’s executive officers, directors and holders of 1% five percent (5%) or more of any class of securities of the Company are bound by substantially identical restrictionsCorporation’s voting Securities (collectively, “Other Restricted Sellers”) enter into similar agreements; (iii) provided, further, however, that the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder undersigned shall be excluded or released, permitted to participate on a pro rata basis in proportionate amounts to any early release from the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more Lock-Up Period of any class of securities of Other Restricted Seller by the Company subject managing underwriter. The foregoing restriction is expressly intended to such restrictions; and (iv) preclude the lockup undersigned from engaging in any Hedging Transaction or standoff agreement by its terms permits transfers of Registrable Securities by any Holder other transaction which is designed to any Affiliate of such Holder or reasonably expected to lead to or result in a Disposition during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed Lock- Up Period even if the Securities would be disposed of by someone other than the transferring Holderundersigned. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.“

Market Stand-Off Agreement. Each Holder hereby agrees thatthat it will not, if and without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the extent Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) days, or such other period as may be requested by the lead Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of securities of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the Company restrictions contained in connection with a registration relating applicable FINRA rules, (i) lend, offer, pledge, sell, contract to a specific proposed public offering (other than a registration on Form S-8 sell, sell any option or a related contract to purchase, purchase any option or successor form relating solely contract to an employee benefit plan sell, grant any option, right or a registration on Form S-4 or a related or successor form relating solely warrant to a transaction under SEC Rule 145)purchase, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities held immediately prior to the effectiveness of the Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock of the Company or other securities, in cash or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the Initial Offering, shall not apply to the sale of any Registrable Securities or other shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company owned by enter into similar agreements, unless the Requisite Investors waive the requirement with respect to any such Holder as officer, director or greater than one percent (1%) stockholder of the date Company. Any discretionary waiver or termination of the restrictions of any or all of such registration agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of Registrable Securities subject to such agreements. Notwithstanding anything in this Agreement, none of the provisions of this Agreement shall in any way limit Goldman or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business. Notwithstanding anything to the contrary set forth in this Agreement, the restrictions contained in this Agreement shall not apply to Common Stock or any securities convertible into or exercisable or exchangeable for up to one hundred eighty (180) days Common Stock acquired by Goldman or any of its Affiliates following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities covering Common Stock (or other securities) to be sold on its behalf to of the public Company in an underwritten public offering. In order to enforce the foregoing covenant, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release may impose stop transfer instructions with respect to any other holder the Registrable Securities of Company’s securities, including any director, officer, each Holder (and the shares or holder of 1% or more of any class of securities of the Company every other person subject to such restrictions; and (ivthe foregoing restriction) until the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate end of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder hereby agrees with PubCo that, if and with respect to Underwritten Offerings initiated by a Holder only, during such period (which period shall in no event exceed 90 days) following the extent requested by effective date of a Registration Statement of PubCo (or, in the lead underwriter case of securities an Underwritten Shelf Take-Down, the date of the Company in connection with filing of a registration preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Holders that own a specific proposed public offering majority of the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of such Underwritten Offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145“Market Stand-Off Period”), such Holder willor its Affiliates shall not sell, subject pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to the following conditionspurchase of, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other held by it at any time during such period except Registrable Securities included in such Registration and shares of the Company owned Common Stock subject to a Charitable Distribution in connection with such Underwritten Offering. In connection with any Underwritten Offering contemplated by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject 3.9, PubCo shall use reasonable best efforts to the following conditions: (i) the lockup or standoff agreement applies only cause each director and executive officer of PubCo to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes execute a customary lock-up for the Market Stand-Off Period. Each Holder agrees with PubCo that it shall deliver to the Underwriter or standoff Underwriters for any such Underwritten Offering a customary agreement substantively identical (with customary terms, conditions and exceptions) that is substantially similar to that signed the agreement delivered to the Underwriter or Underwriters by the transferring Holder. The lock-up or standoff Holders that own a majority of the Registrable Securities participating in such Registration reflecting their agreement set forth in this Section 3.9; provided, that such agreement shall expire no later not be materially more restrictive than ninety (90) days after execution any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that such agreement shall not be required unless all Holders are required to enter into similar agreements; provided, further, that such agreement shall provide that any early release of any Holder from the Holder if no underwritten public offering has occurred by provisions of the date terms of such execution. The Company may impose agreement shall be on a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementpro rata basis among all Holders.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement. The Company and the Key Parties shall take all steps (to the extent permitted by applicable Laws) to minimize the lock-up of the Investors’ shares upon and after the initial public offering of the Company.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 11 of Exhibit C are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder Purchaser hereby agrees that, during a period not to exceed 180 days following the effective date of a Qualified Offering of the Company, if and to the extent requested by the lead a managing underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)such Qualified Offering, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees it shall not to sell or otherwise transfer or dispose of (other than to a donee who agrees to be similarly bound) any Registrable Securities or other shares Common Stock of the Company owned held by it at any time during such Holder as period (except for the sale of the date of Common Stock pursuant to such registration for up to one hundred eighty (180) days following the effective date of the related registration statementregistration). The obligations of each Holder Purchaser under this Section 3.12 1.14 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offeringoffering pursuant the Initial registration, but not to Registrable Securities actually sold pursuant to such registration statementInitial Registration; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities one percent (1.0%) of the Company Company’s outstanding capital stock, on an as-converted basis, are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that , and if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days Purchaser and each Holder Purchaser shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iviii) the underwriters’ lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder Purchaser to any Affiliate affiliate of such Holder Purchaser during the restricted period, provided that such Affiliate affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lockPurchaser; and (iv) as to such 180 period, if during the last 17 days of such restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-up day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 1.14 shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or standoff agreement the occurrence of the material news or material event (provided that in no event shall expire no later than ninety (90) the restricted period extend beyond 216 days after execution by the Holder if no underwritten public offering has occurred by the effective date of such executionthe registration statement). The In order to enforce the foregoing covenant, the Company may impose a stop-transfer restriction instructions with respect to the Registrable Securities that are that are of each Purchaser (and the shares or securities of every other person subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination foregoing restriction) until the end of such lockup or standoff agreementperiod. The obligations set forth in this Section 1.14 shall not apply to any Purchaser to the extent that such Purchaser owns less than 1% of the Company’s outstanding capital stock, on an as-converted basis.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed the initial public offering of the Company’s securities (other than a registration on Form S-8 of securities in a Rule 145 transaction or a related or successor form relating solely with respect to an employee benefit plan plan) that, upon request of the Company or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)the underwriters managing any underwritten offering of the Company’s securities, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditionsa) under which such Holder agrees not to sell sell, make any short sale of, loan, grant any option for the purchase of, pledge, hypothecate, limit such Holder’s market risk regarding or otherwise transfer directly or indirectly dispose of any Registrable Securities (other than those included in the registration) or other shares capital stock of the Company owned by such Holder as or securities exchangeable or convertible into capital stock of the date Company without the prior written consent of the Company or such registration underwriters, as the case may be, for up such period of time (not to exceed one hundred eighty (180) days following from the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (isuch registration) the lockup or standoff agreement applies only to the first registration statement of as may be requested by the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to or such registration statement; (ii) such Holder is satisfied that all directors, officersmanaging underwriters, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iiib) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes enter into a lock-up or standoff agreement substantively identical to that signed in customary form with such underwriters providing for restrictions approved by the transferring HolderCompany’s board of directors; in each case provided that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are similarly bound and have also entered into similar agreements. The lockcertificates for the (a) Shares, (b) Conversion Shares, (c) any Investor New Securities, (d) FFC Shares and (e) any other securities issued in respect of the securities referenced in clauses (a), (b), (c) and (d) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall contain, for so long as such market stand-up or standoff agreement shall expire no later than ninety (90) days after execution by off provision remains in place, a legend in substantially the Holder if no underwritten public offering has occurred by the date of such executionfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER THAT PROHIBITS SALE OR TRANSFER OF SUCH SHARES FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION OF THE ISSUER’S COMMON STOCK. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementTHIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a the registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 2.10 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each The Holder hereby agrees that, if and to the extent requested be bound by the lead underwriter of securities “Market Stand-Off Agreement” provision in Section 2.10 of the Company Investors’ Rights Agreement (the “Market Stand-Off Provision”). The Market Stand-Off Provision set forth in connection the Investors’ Rights Agreement may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with a registration relating to a specific proposed public offering (other than a registration on Form S-8 the Shares in the same manner as such amendment, modification or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to waiver affects the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or rights associated with all other shares of the Company owned by such same series and class as the Shares granted pursuant to this Warrant. Holder as of the date of such registration for up to one hundred eighty hereby agrees that within thirty (18030) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more expiration of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted Market Stand-Off period, provided that (i) Holder could then freely transfer the Shares at such Affiliate executes a locktime (including but not limited to in accordance with Rule 144 promulgated under the Securities Act of 1933) and (ii) the fair market value of the Shares (or other securities issuable upon exercise of this Warrant) is equal to or greater than two (2) times the Warrant Price, Holder shall exercise this Warrant in accordance with either Section 1.1 or 1.2 hereof. If either condition (i) or (ii) above is not met at the time that the Market Stand-up or standoff agreement substantively identical Off period expires, Holder shall not be required to that signed by exercise this Warrant until the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety date thirty (9030) days after execution by both such conditions are met. [Signature page follows.] “COMPANY” Date: 8/20/10 CORNERSTONE ONDEMAND, INC. By: /s/ Axxx Xxxxxx By: /s/ Pxxxx X. Xxxxxxx Name: Axxx Xxxxxx, CEO Name: Pxxxx X. Xxxxxxx (Print) (Print) Title: Chairman of the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup Board, President or standoff agreementVice President Title: Chief Financial Officer, but shall remove such restriction immediately upon the expiration Secretary, Assistant Treasurer or termination of such lockup or standoff agreement.Assistant Secretary “HOLDER” SILICON VALLEY BANK By: /s/ Txx Xxxxxx Name: Txx Xxxxxx (Print) Title: Relationship Manager SCHEDULE 1 CAPITALIZATION TABLE [intentionally omitted] APPENDIX 1

Market Stand-Off Agreement. Each Holder and transferee thereof hereby agrees thatthat such Holder or transferee shall not sell or otherwise transfer, if and to make any short sale of, grant any option for the extent requested by purchase of, or enter into any hedging or similar transaction with the lead underwriter same economic effect as a sale, of securities any Common Stock (or other securities) of the Company in connection with a held immediately before the effective date of the registration relating to a specific proposed public offering statement for the Company’s Initial Public Offering by such Holder or transferee (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned those included for sale by such Holder as of in the date of such registration for up to registration) during the one hundred and eighty (180) days 180)-day period following the effective date of the related registration statementstatement for the Company’s Initial Public Offering, provided that all officers and directors of the Company and all holders of more than one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations of each Holder under described in this Section 3.12 are subject 2.10 shall not apply to the following conditions: (i) the lockup or standoff agreement applies only sale of any shares to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold underwriter pursuant to such registration statement; an underwriting agreement, (ii) such Holder is satisfied a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that all directorsmay be promulgated in the future, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such executionfuture. The Company may impose a stop-transfer restriction instructions and may stamp each such certificate with the second legend set forth in Section 2.8(c) with respect to Registrable Securities that are that are the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred and eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with and no more burdensome to such Holder than the provisions of this Section 0.00.Xx the event that the Company or the managing underwriter waives or terminates any of the restrictions contained in this Section 2.10 or in a lock-up agreement with respect to the securities of any Holder, officer, director or greater than one-percent stockholder of the Company (in any such lockup case, the “Released Securities”), the restrictions contained in this Section 2.10 and in any lock-up agreements executed by the Holders shall be waived or standoff agreementterminated, but shall remove such restriction immediately upon as applicable, to the expiration same extent and with respect to the same percentage of securities of each Holder as the percentage of Released Securities represent with respect to the securities held by the applicable Holder, officer, director or termination of such lockup or standoff agreementgreater than one-percent stockholder.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or Form F-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or Form F-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares Shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, offering but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of one percent (1% %) or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of the Company’s securities, including any director, officer, or holder of one percent (1% %) or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. (a) Each Holder hereby agrees thatthat during the period of duration (up to, if but not exceeding one hundred eighty (180) days specified by the Company and the lead underwriter following the effective date of a registration statement of the Company filed under the Act, it shall not, to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)underwriter, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other shares Common Stock of the Company owned held by it at any time during such Holder as of the date of period except Common Stock included in such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: registration; provided, however, that (i) the lockup or standoff such agreement applies shall be applicable only to the first such registration statement of the Company which covers securities Common Stock (or other securities) to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; and (ii) such Holder is satisfied that all directorsagreement shall only be applicable to the Holders if each officer, officers, director and holders holder of one percent (1% or more %) of any class of securities the equity of the Company and all other persons with registration rights (whether or not pursuant to this Agreement) enters into a similar agreement. The underwriters in connection with the Company's initial public offering are bound intended third-party beneficiaries of this Section 2.15 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by substantially identical restrictions; (iii) the lockup underwriters in the Company's initial public offering that are consistent with this Section 2.15 or standoff agreement provides that if any securities are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company are or the underwriters shall apply to be excluded or released in whole or part from all Holders subject to such restrictionsagreements pro rata based on the number of shares subject to such agreements. To enforce the foregoing covenant, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release Company may impose stop-transfer instructions with respect to any other holder the Registrable Securities of Company’s securities, including any director, officer, the Holder (and the shares or holder of 1% or more of any class of securities of the Company every other person subject to such restrictions; and (ivthe foregoing restriction) until the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate end of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each The Holders shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to, any Common Stock (or other securities of the Company) held by the Holders (other than those included in the registration) for a period specified by the representatives of the managing underwriter or underwriters of Common Stock (or other securities of the Company convertible into Common Stock) not to exceed five (5) days prior and sixty (60) days following the pricing of any registered public sale of securities by the Company in which such Holder hereby agrees thatparticipates in accordance with Article II, if and subject to customary exceptions (including, without limitation, to the extent that any securities of the Company are subject to an Equity Loan (as defined in the Investment Agreement), to permit the pledge of such securities pursuant to such Equity Loan and any foreclosure in connection with such Equity Loan, or transfer in lieu of a foreclosure thereunder, and subsequent sales, dispositions or other transfers). Each of the Holders also shall execute and deliver any “lock-up” agreement reasonably requested by the lead underwriter representatives of securities any underwriters of the Company in connection with a registration relating to a specific proposed public an offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), in which such Holder willparticipates, subject to customary exceptions (including, without limitation, as described in the following conditions, enter into a preceding sentence in respect of pledges and foreclosures); provided that such obligation shall only apply where (i) all executive officers and directors are similarly bound and (ii) the terms of the Investors’ lock-up are no more restrictive than the terms of the lock-ups applicable to any other stockholder who has registration rights with respect to the Common Stock or standoff securities convertible into, or exchangeable or exercisable for, such securities that has executed such a lockup (and, if the Company or the managing underwriters agree to waive any such lockup for any such other stockholder, the Company shall also waive the Investors’ lockup pro rata to the same extent). In addition, and notwithstanding anything to the contrary contained in this Section 3.6, the Company shall agree and shall cause its executive officers and directors to agree to execute a “lock-up” agreement reasonably requested by the representatives of any underwriters (or placement agents, as the case may be) in customary form (connection with any Marketed Underwritten Offering or Shelf Offering, as applicable, subject to customary exceptions and for a term reasonably requested by the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date representatives of such registration for up to one hundred eighty underwriters (180or placement agents, as the case may be) and in any case, such term shall not exceed 60 days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate pricing of such Holder during offering; provided, further that the restricted period, provided that Holders participating in such Affiliate executes a lock-up or standoff agreement substantively identical offering shall use commercially reasonable efforts to that signed by reduce the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject time period applicable to any such lockup “lock-up” (to a period not shorter than 30 days) after consultation with any such underwriters (or standoff agreementplacement agents, but shall remove such restriction immediately upon as the expiration or termination of such lockup or standoff agreementcase may be).

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to during the extent requested by the lead underwriter period of securities of the Company in connection with a registration relating to a specific proposed public offering duration (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)up to, such Holder willbut not exceeding, subject to the following conditions, enter into a lock-up or standoff agreement in customary form ninety (subject to the following conditions90) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to days (one hundred eighty (180) days in connection with Horizon's initial public offering of its common stock)) specified by an underwriter of common stock or other securities of Horizon, following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first final prospectus distributed in connection with any registration statement of Horizon filed under the Company which covers securities Securities Act with respect to be sold on its behalf to the public in an underwritten offering, but not it shall not, to Registrable Securities actually sold pursuant the extent requested by such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of Horizon held by it at any time during such registration statementperiod except common stock included in such registration; (ii) such Holder is satisfied provided, however, that Horizon shall utilize its reasonable best efforts to ensure that all directorsofficers and directors of Horizon, officersall ten percent security holders, and holders of 1% all other persons with registration rights granted subsequent to the date hereof enter into similar agreements and provided further that if the Company or more of any class other holder of securities of the Company are bound by substantially identical restrictions; who own more than one percent (iii1%) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder Common Stock on an "as-converted" basis shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a shorter lock-up or standoff agreement substantively identical to that signed by period, the transferring lock-up period shall be such shorter period for the Holder. The lock-Company hereby agrees that, during the period of duration (up or standoff agreement shall expire no later than to, but not exceeding, ninety (90) days after execution by the Holder if no underwritten (one hundred eighty (180) days in connection with Horizon's initial public offering has occurred of its common stock)) specified by an underwriter of common stock or other securities of Horizon, following the date of the final prospectus distributed in connection with any registration statement of Horizon filed under the Securities Act with respect to an underwritten offering, it shall not, to the extent requested by such executionunderwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of Horizon held by it at any time during such period except common stock included in such registration. The Company In order to enforce the foregoing covenant, Horizon may impose a stop-transfer restriction instructions with respect to the Registrable Securities that are that are of each Holder (and the shares or securities of every other person subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination foregoing restriction) until the end of such lockup period, and each Holder agrees that, if so requested, such Holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 11.2. Notwithstanding the foregoing, the obligations described in this Section 11.2 shall not apply to a registration relating solely to employee benefit plans on Form S-8 or standoff agreementsimilar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future.

Market Stand-Off Agreement. Each Holder hereby agrees with PubCo that, if and with respect to Underwritten Offerings initiated by a Holder only, during such period (which period shall in no event exceed 90 days) following the extent requested by effective date of a Registration Statement of PubCo (or, in the lead underwriter case of securities an Underwritten Shelf Take-Down, the date of the Company in connection with filing of a registration preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Holders that own a specific proposed public offering majority of the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of such Underwritten Offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145“Market Stand-Off Period”), such Holder willor its Affiliates shall not sell, subject pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to the following conditionspurchase of, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other shares of the Company owned held by it at any time during such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to period except Registrable Securities actually sold pursuant included in such Registration. In connection with any Underwritten Offering contemplated by this ‎Section 3.10, PubCo shall use commercially reasonable efforts to such registration statement; (ii) such Holder is satisfied that all directors, officers, cause each director and holders executive officer of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are PubCo to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes execute a customary lock-up for the Market Stand-Off Period. Each Holder agrees with PubCo that it shall deliver to the Underwriter or standoff Underwriters for any such Underwritten Offering a customary agreement substantively identical (with customary terms, conditions and exceptions) that is substantially similar to that signed the agreement delivered to the Underwriter or Underwriters by the transferring Holder. The lock-up or standoff Holders that own a majority of the Registrable Securities participating in such Registration reflecting their agreement set forth in this ‎Section 3.10; provided, that such agreement shall expire no later not be materially more restrictive than ninety (90) days after execution any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that such agreement shall not be required unless all Holders are required to enter into similar agreements; provided, further, that such agreement shall provide that any early release of any Holder from the Holder if no underwritten public offering has occurred by provisions of the date terms of such execution. The Company may impose agreement shall be on a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementpro rata basis among all Holders.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed the initial public offering of the Company’s securities (other than a registration on Form S-8 of securities in a Rule 145 transaction or a related or successor form relating solely with respect to an employee benefit plan plan) that, upon request of the Company or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)the underwriters managing any underwritten offering of the Company’s securities, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell sell, make any short sale of, loan, grant any option for the purchase of, pledge, hypothecate, limit such Holder’s market risk regarding or otherwise transfer directly or indirectly dispose of any Registrable Securities (other than those included in the registration) or other shares capital stock of the Company owned by such Holder as or securities exchangeable or convertible into capital stock of the date Company without the prior written consent of the Company or such registration underwriters, as the case may be, for up such period of time (not to exceed one hundred eighty (180) days following from the date of the final prospectus used in such registration) as may be requested by the Company or such managing underwriters, and to enter into a lock-up agreement in customary form with such underwriters providing for restrictions approved by the Board, provided that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements, except as otherwise set forth herein. Notwithstanding the foregoing, Fidelity Research and Management Company and its Affiliates will only be subject to the foregoing provisions of this Subsection 2.15 with regards to any Registrable Securities held immediately before the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to initial public offering. In the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more event of any class early release of securities portions of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holderagreements, all Holders will be released on a pro rata basis from such agreements. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration Any discretionary waiver or termination of the restrictions of any or all of such lockup agreements by the Company or standoff agreementthe underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. The certificates for the (a) Shares, (b) Conversion Shares, (c) any New Securities and (d) any other securities issued in respect of the securities referenced in clauses (a), (b) and (c) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall contain, for so long as such market stand-off provision remains in place, a legend in substantially the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER THAT PROHIBITS SALE OR TRANSFER OF SUCH SHARES FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE DATE OF THE FINAL PROSPECTUS FOR THE INITIAL PUBLIC OFFERING OF THE ISSUER’S COMMON STOCK. THIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER.”

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration seven (7) days prior to, and for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of one percent (1% %) or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of Company’s securities, including any director, officer, or holder of one percent (1% %) or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each The Holder hereby agrees that, if following the effective date of a registration statement for the Company’s Initial Public Offering, for the period of time and to the extent reasonably requested by the lead underwriter of securities of underwriter(s) and the Company in connection with a registration relating Company, such period not to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)exceed 180 days, such Holder willshall not sell, subject offer to the following conditionssell, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of this Warrant or any Registrable Securities shares of Warrant Stock or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are then owned by the Holder, directly or indirectly, except securities covered by the registration statement and transfers to transferees who agree to be similarly bound; provided, that such restriction shall apply only if the executive officers and directors of the Company, as well as any holder of at least five percent (5%) of the Company’s outstanding capital stock, shall have agreed to be bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of same terms and conditions. In order to enforce the foregoing covenant, the Company are shall have the right to be excluded or released in whole or part from such restrictions, place restrictive legends on the underwriter shall so notify each Holder within three (3) days certificates representing the shares subject to this Section and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release impose stop‑transfer instructions with respect to the shares of Warrant Stock and any other holder shares of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities stock of the Company subject Holder during such stand‑off period if necessary to enforce such restrictions; . Dated: ________________ THE COMPANY: [NAME OF ISSUING CORPORATION] By: __________________________ Name: Title: AGREED AND ACKNOWLEDGED: THE HOLDER: TMURA By: Name: Title: EXHIBIT 1 SUBSCRIPTION FORM (To be signed only upon exercise or conversion of Warrant) To: [Name of Issuing Corporation] The undersigned pursuant to the provisions set forth in the attached Warrant (No. ____), hereby irrevocably (check one and (iv) complete the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.relevant blanks):

Market Stand-Off Agreement. Each Holder Subject to Section 11.3(a), MSK hereby agrees that MSK shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Shares (or other securities in Licensee) held by MSK (other than those included in the registration) during the period commencing on the date of the final prospectus relating to Licensee’s first underwritten public offering pursuant to an effective registration statement filed by Licensee with the Securities and Exchange Commission under the Securities Act and ending on the date specified by Licensee and the managing underwriter (such period not to exceed one hundred eighty (l80) days), or such other period as may be reasonably requested by Licensee or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports; and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto; provided, that, if all officers and directors of Licensee are bound by and have entered into similar agreements and Licensee uses commercially reasonable efforts to obtain a similar agreement from all shareholders individually owning at least one-half of one percent (0.5%) of the extent Shares (including without limitation holders with securities convertible or exercisable into Shares). MSK agrees to execute and deliver such other agreements as may be reasonably requested by Licensee or the lead underwriter of securities managing underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In addition, if reasonably requested by Licensee or the representative of the Company underwriters of the registered Shares (or other securities) of Licensee, MSK shall provide, within ten (10) days of such request, such information as may be reasonably required by Licensee or such representative in connection with the completion of any public offering of Licensee’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 11.4 shall not apply to a registration relating solely to a specific proposed public offering (other than a registration employee benefit plans on Forms F-1 or S-1, or Form F-8 or S-8 or a related or successor form relating solely to an employee benefit plan similar forms that may be promulgated in the future, or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)on Form F-4 or S-4 or similar forms that may be promulgated in the future. In order to enforce the foregoing covenant, such Holder will, subject to the following conditions, enter into a lockLicensee may impose stop-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release instructions with respect to such Shares (or other securities) until the end of such period. MSK agrees that any other holder of Company’s securities, including any director, officer, or holder of 1% or more transferee of any class of its Shares or other securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement Licensee held by its terms permits transfers of Registrable Securities MSK shall be bound by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holderthis Section 11.4. The lock-up or standoff agreement underwriters of Licensee’s securities are intended third party beneficiaries of this Section 11.4 and shall expire no later than ninety (90) days after execution by have the Holder if no underwritten public offering has occurred by right, power and authority to enforce the date of such execution. The Company may impose provisions hereof as though they were a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementparty hereto.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration seven (7) days prior to, and for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first First registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, offering but not to Registrable Registrable. Securities actually sold pursuant to such registration statement; (ii) such Holder is reasonably satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part port from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of the Company’s securities, including any directordirectors, officerofficers, or holder holders of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent If requested by the lead Company and an underwriter of securities Common Shares (or other securities) of the Company in connection with Company, a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees shall not to sell or otherwise transfer or dispose of any Registrable Securities Common Shares (or other shares securities) of the Company owned held by such Holder as of (other than those included in the date of such registration registration) for up to one hundred eighty (180) no more than 180 days following from the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers Company’s securities, including securities to be sold on its behalf to the public in an underwritten offering; provided, but not however, that all executive officers, directors and one percent (1%) or greater stockholders (calculated on an as-converted, as-if-exercised basis) of the Company must enter into similar lock-up agreements as well. The Company agrees to Registrable Securities actually sold pursuant use its best efforts to negotiate an underwriting agreement and individual lock-up agreements that provide for pro rata release from the lock-up such registration statement; that, if (i) the Chief Executive Officer of the Company, (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities the Named Executive Officers of the Company so named in the registration statement under which such Common Shares (or other securities) are bound by substantially identical restrictions; registered, (iii) the lockup or standoff agreement provides that if any securities a Director of the Company are to be excluded or (iv) any stockholder holding greater than five percent (5%) of the outstanding capital stock of the Company is wholly or partially released in whole or part from such restrictionsthe lock-up, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts similarly released to the same extent of pro rata in accordance with such party’s holdings. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the exclusion or release with respect to any other holder of Company’s securities, including any director, officerfuture, or holder of 1% a registration relating solely to a Commission Rule 145 transaction on Form S-4 or more of any class of securities of similar forms that may be promulgated in the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such executionfuture. The Company may impose a stop-transfer restriction instructions with respect to Registrable the shares (or securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day period. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s initial public offering under the Securities Act that are consistent with this Section 2.10 or that are subject necessary to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementgive further effect thereto.

Market Stand-Off Agreement. Each Holder hereby agrees with PubCo that, if and with respect to Underwritten Offerings initiated by a Holder only, during such period (which period shall in no event exceed 90 days) following the extent requested by effective date of a Registration Statement of PubCo (or, in the lead underwriter case of securities an Underwritten Shelf Take-Down, the date of the Company in connection with filing of a registration preliminary Prospectus or Prospectus supplement relating to such Underwritten Offering (or if there is no such filing, the first contemporaneous press release announcing commencement of such Underwritten Offering)) as the Holders that own a specific proposed public offering majority of the Registrable Securities participating in such Underwritten Offering may agree to with the Underwriter or Underwriters of such Underwritten Offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145“Market Stand-Off Period”), such Holder willor its Affiliates shall not sell, subject pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to the following conditionspurchase of, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities or other held by it at any time during such period except Registrable Securities included in such Registration and shares of the Company owned Common Stock subject to a Charitable Distribution in connection with such Underwritten Offering. In connection with any Underwritten Offering contemplated by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject 3.10, PubCo shall use reasonable best efforts to the following conditions: (i) the lockup or standoff agreement applies only cause each director and executive officer of PubCo to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes execute a customary lock-up for the Market Stand-Off Period. Each Holder agrees with PubCo that it shall deliver to the Underwriter or standoff Underwriters for any such Underwritten Offering a customary agreement substantively identical (with customary terms, conditions and exceptions) that is substantially similar to that signed the agreement delivered to the Underwriter or Underwriters by the transferring Holder. The lock-up or standoff Holders that own a majority of the Registrable Securities participating in such Registration reflecting their agreement set forth in this Section 3.10; provided, that such agreement shall expire no later not be materially more restrictive than ninety (90) days after execution any similar agreement entered into by PubCo’s directors and executive officers participating in such Underwritten Offering; provided, further, that such agreement shall not be required unless all Holders are required to enter into similar agreements; provided, further, that such agreement shall provide that any early release of any Holder from the Holder if no underwritten public offering has occurred by provisions of the date terms of such execution. The Company may impose agreement shall be on a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementpro rata basis among all Holders.

Market Stand-Off Agreement. Each Holder hereby agrees thatshall not, if and to without the extent requested by prior written consent of the lead underwriter managing underwriter, sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of securities any Common Stock (or other securities) of the Company in connection with a registration relating to a specific proposed public offering held by such Holder (other than those included in the registration) during the period from the filing of a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares statement of the Company owned by such Holder as filed under the Securities Act that includes securities to be sold on behalf of the date Company to the public in the Initial Public Offering through the end of such registration for up to the one hundred eighty (180) days 180)-day period following the effective date of such registration statement (or such other period as may be requested by the related registration statement. The obligations of each Holder under this Section 3.12 are subject Company or an underwriter to the following conditions: accommodate regulatory restrictions on (i) the lockup publication or standoff agreement applies only to other distribution of research reports and (ii) analyst recommendations and opinions) (the first registration statement “Lock-up Period”), provided that: (A) all officers and directors of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of at least one percent (1% or more of any class of securities %) of the Company Company’s voting securities are bound by substantially identical restrictions; and have entered into similar agreements and (iiiB) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released restrictions contained in whole or part from such restrictions, the underwriter this Section 2.10 shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts not apply to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more sale of any class of securities of the Company subject shares to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder an underwriter pursuant to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such executionan underwriting agreement. The Company may impose a stop-transfer restriction instructions and may stamp each such certificate with the second legend set forth in Section 2.8(b) with respect to Registrable Securities that are that are the shares of Common Stock (or other securities) subject to any the foregoing restriction until the end of such lockup one hundred eighty (180)-day (or other) period. Each Holder agrees to execute a market standoff agreement, but shall remove such restriction immediately upon agreement with said underwriters in customary form consistent with the expiration provisions of this Section 2.10. Any discretionary waiver or termination of the restrictions of any or all of such lockup agreements by the Company or standoff agreementthe underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements. The restrictions of this Section 2.10 shall not apply with respect to any Pivotal Permitted Transfer unless there is a change in the registered holder of the Registrable Securities pursuant to such Pivotal Permitted Transfer. Notwithstanding the foregoing, neither the FF Investor nor the FF Beneficial Investor shall be required to execute any agreements pursuant to this Section 2.10, unless such agreement contains a limitation of liability provision substantially in the form of Section 5.17. Notwithstanding the foregoing, (i) the Company must act reasonably, and use commercially reasonable efforts to procure that the managing underwriter acts reasonably in considering any request by the FF Investor or the FF Beneficial Investor to transfer or assign any Common Stock, or any securities convertible or exercisable or exchangeable (directly or indirectly) for Common Stock, or any beneficial interest in respect of such Common Stock or securities to any FF Permitted Transferee and (ii) if the managing underwriter consents to such request then such transfer or assignment shall not require the consent of any other party hereto pursuant to this Agreement.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 5.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreement.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of Transfer any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is reasonably satisfied that all directors, officers, officers and holders of one percent (1% %) or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of the Company’s securities, including any directordirectors, officer, officers or holder holders of one percent (1% %) or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers Transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed public offering (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 F-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration seven days prior to, and for up to one hundred eighty (180) days following the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (i) the lockup or standoff agreement applies only to the first registration statement of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is reasonably satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall promptly so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect release, prior to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction instruction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, agreement but shall remove such restriction instruction immediately upon expiration of the expiration or termination of such lockup or standoff agreementunderlying restrictions.

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed the initial public offering of the Company’s securities (other than a registration on Form S-8 of securities in a Rule 145 transaction or a related or successor form relating solely with respect to an employee benefit plan plan) that, upon request of the Company or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)the underwriters managing any underwritten offering of the Company’s securities, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell sell, make any short sale of, loan, grant any option for the purchase of, pledge, hypothecate, limit such Holder’s market risk regarding or otherwise transfer directly or indirectly dispose of any Registrable Securities (other than those included in the registration) or other shares capital stock of the Company owned by such Holder as or securities exchangeable or convertible into capital stock of the date Company without the prior written consent of the Company or such registration underwriters, as the case may be, for up such period of time (not to exceed one hundred eighty (180) days following from the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (ifinal prospectus used in such registration) the lockup or standoff agreement applies only to the first registration statement of as may be requested by the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to or such registration statement; (ii) such Holder is satisfied that all directors, officersmanaging underwriters, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes enter into a lock-up or standoff agreement substantively identical to that signed in customary form with such underwriters providing for restrictions approved by the transferring HolderBoard, provided that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. The lockcertificates for the (a) Shares, (b) Conversion Shares, (c) any New Securities and (d) any other securities issued in respect of the securities referenced in clauses (a), (b) and (c) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall contain, for so long as such market stand-up or standoff agreement shall expire no later than ninety (90) days after execution by off provision remains in place, a legend in substantially the Holder if no underwritten public offering has occurred by the date of such executionfollowing form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER THAT PROHIBITS SALE OR TRANSFER OF SUCH SHARES FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE DATE OF THE FINAL PROSPECTUS FOR THE INITIAL PUBLIC OFFERING OF THE ISSUER’S COMMON STOCK. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementTHIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER.”

Market Stand-Off Agreement. Each Holder hereby agrees that, if and to the extent requested by the lead underwriter of securities of the Company in connection with a registration relating to a specific proposed the initial public offering of the Company’s securities (other than a registration on Form S-8 of securities in a Rule 145 transaction or a related or successor form relating solely with respect to an employee benefit plan plan) that, upon request of the Company or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145)the underwriters managing any underwritten offering of the Company’s securities, such Holder will, subject to the following conditions, enter into a lock-up or standoff agreement in customary form (subject to the following conditions) under which such Holder agrees not to sell sell, make any short sale of, loan, grant any option for the purchase of, pledge, hypothecate, limit such Holder’s market risk regarding or otherwise transfer directly or indirectly dispose of any Registrable Securities (other than those included in the registration) or other shares capital stock of the Company owned by such Holder as or securities exchangeable or convertible into capital stock of the date Company without the prior written consent of the Company or such registration underwriters, as the case may be, for up such period of time (not to exceed one hundred eighty (180) days following from the effective date of the related registration statement. The obligations of each Holder under this Section 3.12 are subject to the following conditions: (ifinal prospectus used in such registration) the lockup or standoff agreement applies only to the first registration statement of as may be requested by the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to or such registration statement; (ii) such Holder is satisfied that all directors, officersmanaging underwriters, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes enter into a lock-up or standoff agreement substantively identical to that signed in customary form with such underwriters providing for restrictions approved by the transferring HolderBoard, provided that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s outstanding voting securities are bound by and have entered into similar agreements. The lockcertificates for the (a) Shares, (b) Conversion Shares, (c) any New Securities and (d) any other securities issued in respect of the securities referenced in clauses (a), (b) and (c) upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall contain, for so long as such market stand-up or standoff agreement shall expire no later than ninety (90) days after execution by off provision remains in place, a legend in substantially the Holder if no underwritten public offering has occurred by the date of such executionfollowing form: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER INCLUDING A MARKET STAND-OFF AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL STOCKHOLDER THAT PROHIBITS SALE OR TRANSFER OF SUCH SHARES FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE DATE OF THE FINAL PROSPECTUS FOR THE INITIAL PUBLIC OFFERING OF THE ISSUER’S COMMON STOCK. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementTHIS AGREEMENT IS BINDING UPON TRANSFEREES. A COPY OF THE AGREEMENT IS ON FILE WITH THE SECRETARY OF THE ISSUER.”

Market Stand-Off Agreement. Each Holder hereby agrees thatshall not sell or otherwise transfer, if and to make any short sale of, grant any option for the extent requested by purchase of, or enter into any hedging or similar transaction with the lead underwriter same economic effect as a sale, of securities any Common Stock (or other securities) of the Company in connection with a registration relating to a specific proposed public offering held by such Holder (other than those included in a registration) during the period from the filing of a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to statement filed by the following conditions, enter into a lock-up or standoff agreement in customary form (subject to Company for its Initial Public Offering through the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares end of the Company owned by such Holder as of 180-day period following the effective date of such registration statement for up the Company’s Initial Public Offering (or such other period as may be required to accommodate applicable regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, Table of Contents including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto); provided that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(d) with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) days following day (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the effective date provisions of this Section 2.10. The underwriters in connection with the Company’s Initial Public Offering are intended third-party beneficiaries of this Section 2.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Any discretionary waiver or termination of the related registration statement. The obligations restrictions of each Holder under this Section 3.12 are any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the following conditions: number of shares subject to such agreements (i) the lockup or standoff agreement applies only to the first registration statement of “Pro-rata Release”); provided, however, that such Pro-rata Release shall not be applied unless and until the Company which covers securities to be sold on its behalf to or the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to underwriters have first waived such registration statement; (ii) such Holder is satisfied that all directors, officers, and holders of 1% or more of any class of securities of the Company are bound by substantially identical restrictions; (iii) the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictions, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to the extent of the exclusion or release restrictions with respect to any other holder an aggregate number of shares of Common Stock representing more than 5% of the Company’s securities, including any director, officer, or holder total outstanding shares of 1% or more Common Stock as of any class of securities of immediately prior to the Company subject to such restrictions; and Initial Public Offering (iv) the lockup or standoff agreement by its terms permits transfers of Registrable Securities by any Holder to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lockcalculated on an as-up or standoff agreement substantively identical to that signed by the transferring Holder. The lock-up or standoff agreement shall expire no later than ninety (90) days after execution by the Holder if no underwritten public offering has occurred by the date of such execution. The Company may impose a stop-transfer restriction with respect to Registrable Securities that are that are subject to any such lockup or standoff agreement, but shall remove such restriction immediately upon the expiration or termination of such lockup or standoff agreementconverted basis).

Market Stand-Off Agreement. Each Holder hereby agrees thatshall not sell or otherwise transfer, if and to make any short sale of, grant any option for the extent requested by purchase of, or enter into any hedging or similar transaction with the lead underwriter same economic effect as a sale, of securities any Common Stock (or other securities) of the Company in connection with a registration relating to a specific proposed public offering held by such Holder (other than a registration on Form S-8 or a related or successor form relating solely to an employee benefit plan or a registration on Form S-4 or a related or successor form relating solely to a transaction under SEC Rule 145), such Holder will, subject to those included in the following conditions, enter into a lock-up or standoff agreement in customary form (subject to registration) during the following conditions) under which such Holder agrees not to sell or otherwise transfer or dispose of any Registrable Securities or other shares of the Company owned by such Holder as of the date of such registration for up to one hundred and eighty (180) days day period following the effective date of the related registration statement. The obligations of each Holder statement for the Company’s Initial Public Offering filed under this Section 3.12 are subject the Securities Act (or such other period as may be requested by the Company or an underwriter to the following conditions: accommodate regulatory restrictions on (i) the lockup publication or standoff agreement applies only to other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the first registration statement restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided that all officers and directors of the Company which covers securities to be sold on its behalf to the public in an underwritten offering, but not to Registrable Securities actually sold pursuant to such registration statement; (ii) such Holder is satisfied that and all directors, officers, and holders of at least one percent (1% or more of any class of securities %) of the Company Company’s voting [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. securities are bound by substantially identical restrictions; and have entered into similar agreements. Any release from the lock up restrictions (iii) other than a de minimus release), any time during the lockup or standoff agreement provides that if any securities of the Company are to be excluded or released in whole or part from such restrictionsmarket stand-off time period, the underwriter shall so notify each Holder within three (3) days and each Holder shall be excluded or released, in proportionate amounts to done pro rata among the extent of the exclusion or release with respect to any other holder of Company’s securities, including any director, officer, or holder of 1% or more of any class of securities of the Company subject to such restrictions; and (iv) the lockup or standoff agreement by its terms permits transfers Holders of Registrable Securities by any and the Founders, so that each Holder of Registrable Securities and Founder may sell, transfer or otherwise dispose of an equal percentage of his, her or its shares originally subject to any Affiliate of such Holder during the restricted period, provided that such Affiliate executes a lock-lock up or standoff agreement substantively identical to that signed by the transferring Holderrestriction. The lockobligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-up l or standoff agreement shall expire no later than ninety (90) days after execution by Form S-8 or similar forms that may be promulgated in the Holder if no underwritten public offering has occurred by future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the date of such executionfuture. The Company may impose a stop-transfer restriction instructions and may stamp each such certificate with the second legend set forth in Section 2.8(c) hereof with respect to Registrable Securities that are that are the shares of Common Stock (or other securities) subject to any such lockup or standoff agreement, but shall remove such the foregoing restriction immediately upon until the expiration or termination end of such lockup one hundred and eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreementagreement with said underwriters in customary form consistent with the provisions of this Section 2.10.