Common use of Market Stand-Off Clause in Contracts

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Market Stand-Off. In connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, each Stockholder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except as expressly permitted for a period of one hundred eighty (180) days from the effective date of such registration (the “Restricted Period”), and to the extent requested by the underwriter, each Stockholder shall, at the time of such lock-up offering, execute an agreement or in the event the managing Underwriters otherwise agree by written consentreflecting these requirements binding on such Stockholder that are substantially consistent with this Section 14; provided, however, that if during the last seventeen (17) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 14 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the Restricted Period extend beyond two hundred sixteen (216) days after the effective date of the registration statement. In order to enforce the restriction set forth above or any other restriction agreed by Stockholder, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Stockholder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten end of the applicable stand-off period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this Section 14. Each Stockholder agrees that prior to the Company’s Initial Public Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 14, provided that this Section 14 shall not apply to transfers pursuant to a Registration Statement. Each Stockholder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Stockholder issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS 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. After the Company’s Initial Public Offering and expiration of any lock-up restriction period, upon request of any Stockholder who is a period holder of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In connection with any Underwritten Offering of equity securities the IPO and upon request of the Company (other than or the underwriters managing such IPO, Holder shall not sell, make any short sale of, loan, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a Block Trade sale, or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess otherwise dispose of five percent (5%) any of the outstanding Common Stock Company’s capital stock (and for which it is customary for such a Holder to agree to a lock-upor any securities convertible into the Company’s capital stock) agrees that it shall not Transfer any shares of Common Stock held by Holder, however or other equity securities of the Company whenever acquired (other than those included in such offering pursuant the registration or purchased subsequent to this Agreement), the IPO) without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter time agreed to by underwriters, as the managing Underwriters) beginning on the date of pricing of case may be, for such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five time (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period one hundred and eighty (180) days, but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with the then applicable rules of ninety the Financial Industry Regulatory Authority, such extension or extensions not to exceed thirty-four (9034) days after the expiration of such 180-day period) from the effective date of such registration statement as may be requested by the pricing Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of any such Underwritten Offeringthe IPO. Each such Holder agrees to execute a customary lock-up agreement in favor and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the Underwriters underwriters of the Company’s capital stock (or other securities) of the Company, Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The underwriters of the Company’s stock are intended third party beneficiaries of this Article 1.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The foregoing agreements of Holder in this Article 1.7 shall apply only if all directors and officers of the Company, and all holders of one percent (1%) or more of the outstanding capital stock of the Company (calculated on a fully diluted basis), shall have entered into agreements with the Company and/or underwriters substantially similar to such effect (in each case on substantially the same terms and conditions as all such Holders)Holder agreements.

Market Stand-Off. In connection with Each Shareholder agrees that, so long as it holds any Underwritten Offering of equity voting securities of the Company (other than a Block Trade or Other Coordinated Offering)Company, if requested upon request by the Company or the underwriters managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) the initial public offering of the outstanding Common Stock (and for which Company’s securities, it is customary for such a Holder to agree to a lock-up) agrees that it shall will not Transfer sell or otherwise transfer or dispose of any shares of Common Stock or other equity securities of the Company (other than those permitted to be included in such offering pursuant the registration and other transfers to this Agreement), Affiliates permitted by law) without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter time agreed to by underwriters, as the managing Underwriters) beginning on the date of pricing of such offeringcase may be, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of for a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for time specified by the number representative of days such managing Underwriters so advise, the underwriters not to exceed a period of ninety one hundred and eighty (90180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The foregoing provision of this Section 11 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such Underwritten Offeringrelease and shall itself be simultaneously released to the same proportional extent. Each such Holder agrees The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a customary lockQualified IPO a market stand-up off agreement containing substantially similar provisions as those contained in favor this Section 11. EXHIBIT B EXHIBIT C FORM OF ASSUMPTION AGREEMENT THIS ASSUMPTION AGREEMENT is made the day of , by and between Momo Technology Company Limited (the Underwriters “Company”); and < > (the <“New Investor”><“New Shareholder”>). The Company and the New Investor shall be referred to such effect (in each case on substantially collectively as the same terms and conditions as all such Holders)Parties.

Market Stand-Off. In connection with any Underwritten Offering of equity securities the IPO and upon request of the Company (other than or the underwriters managing such IPO, Holder shall not sell, make any short sale of, loan, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a Block Trade sale, or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess otherwise dispose of five percent (5%) any of the outstanding Common Stock Company’s capital stock (and for which it is customary for such a Holder to agree to a lock-upor any securities convertible into the Company’s capital stock) agrees that it shall not Transfer any shares of Common Stock held by Holder, however or other equity securities of the Company whenever acquired (other than those included in such offering pursuant the registration or purchased subsequent to this Agreement), the initial public offering) without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter time agreed to by underwriters, as the managing Underwriters) beginning on the date of pricing of case may be, for such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five time (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period one hundred and eighty (180) days, but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with the Rule 2711 of ninety the National Association of Securities Dealers, Inc., such extension or extensions not to exceed thirty-four (9034) days after the expiration of such 180-day period) from the effective date of such registration statement as may be requested by the pricing Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of any such Underwritten Offeringthe Company’s initial public offering. Each such Holder agrees to execute a customary lock-up agreement in favor and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under this Article 1.7 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the Underwriters underwriters of the Company’s capital stock (or other securities) of the Company, Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to such effect a registration statement filed under the Securities Act. The obligations described in this Article 1.7 shall apply only if all officers and directors of the Company, and all holders of at least 1% of the Company’s outstanding securities on a fully-diluted basis, enter into agreements at least as restrictive as the terms hereof. The underwriters of the Company’s stock are intended third party beneficiaries of this Article 1.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS (in each case on substantially the same terms and conditions as all such Holders)BUT SUBJECT TO AN EXTENSION IN CERTAIN CIRCUMSTANCES NOT TO EXCEED 34 DAYS) 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.

Market Stand-Off. In connection with any Underwritten Offering the event of equity securities of an IPO, the Company shall not be required to effect a registration (other than including a Block Trade resale of Registrable Securities from an effective Shelf Registration Statement) or Other Coordinated Offering)an underwritten offering pursuant to Section 4.5(b) and Treasury agrees, if requested by the managing Underwritersunderwriter or underwriters in such IPO, each Holder not to (i) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is an executive officerdesigned to, director or Holder could be expected to, result in excess of five percent the disposition by any person at any time in the future of) any Registrable Securities (5%) including Registrable Securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the outstanding Common Stock SEC); (and for which it is customary for such a Holder to agree to a lock-upii) agrees that it shall not Transfer enter into any shares of Common Stock swap or other equity securities derivatives transaction that transfers to another, in whole or in part, any of the Company economic benefits or risks of ownership of Registrable Securities, whether any such transaction is to be settled by delivery of Registrable Securities, in cash or otherwise; (other than those included in such offering pursuant iii) make any demand for or exercise any right or cause to this Agreement)be filed a registration statement, without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, howeverincluding any amendments thereto, with respect to the first Underwritten Offering following registration of any Registrable Securities; or (iv) publicly disclose the Closingintention to do any of the foregoing, if in each case (to the extent timely notified in writing by the Company or the managing Underwritersunderwriter or underwriters), in their reasonable discretion, advise during the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer beginning seven days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of before and ending 90 days such managing Underwriters so advise, not to exceed a period of ninety (90) days from after the date of the pricing underwriting agreement entered into in connection with such IPO. If requested by the managing underwriter or underwriters of any such Underwritten Offering. Each such Holder agrees to IPO, Treasury shall execute a customary lockseparate agreement to the foregoing effect. The Company may impose stop-up agreement in favor transfer instructions with respect to Registrable Securities subject to the foregoing restriction until the end of the Underwriters period referenced above. The foregoing provisions of this Section 4.5(r) shall not apply to such effect the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable only if all officers, directors, and shareholders beneficially owning more than one percent (in each case on substantially 1%) of the Company’s outstanding Common Stock are subject to the same terms and conditions as all such Holders)restrictions.

Market Stand-Off. In connection with All Holders agree that any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested Registrable Securities owned by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree them may be subject to a customary “lock-up) agrees that it shall not Transfer any shares of Common Stock ” restricting sales, pledges or other equity securities of the Company (other than those included in such offering pursuant dispositions for up to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing final prospectus used in connection with any underwritten offering pursuant to Section 2 above by the Company in which the Company complied with Section 2.2, and each Holder hereby makes, constitutes and appoints the Company and each of its officers, acting alone, with full power of substitution and resubstitution, its true and lawful attorney, for it and in its name, place and stead and for its use and benefit, to enter into and execute customary “lock-up” agreements with respect to all Ordinary Shares or securities convertible into, or exercisable for, Ordinary Shares (with such officers being empowered to determine the customary nature of such lockup), as applicable, (held immediately prior to the launch of such offering) and such Holder shall thereby be required to abide by such “lock-up” period of up to ninety (90) days as is required by the managing underwriter(s) in such registration; provided that such obligation shall only apply where all officers, directors and other one percent (1%) shareholders of the Company party hereto are similarly bound. The foregoing provisions of this Section 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement in connection with such Underwritten Offeringoffering or any shares of the Company acquired in such offering or acquired in open market transactions after such offering. Each To the extent it is subject to a “lock-up” agreement in connection therewith, Fidelity (as defined in Schedule 1) will be entitled to identical waivers to the lock-up, if any, granted by the underwriters of such Holder agrees offering to any other shareholder of the Company, and shall not be subject to the power of attorney set forth above (but will be subject to the requirement to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holdersset forth herein).

Market Stand-Off. In connection with the initial public offering of the Company’s securities, if any, and upon request of the managing or lead underwriter made to the Company in connection with such offering, Holder will agree with the Company and the underwriter not to sell, make any Underwritten Offering short sale of, loan, grant any option for the purchase of, or otherwise dispose of equity any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except for a period of time (not to exceed three hundred sixty five (365) days) from the effective date of such registration as expressly permitted may be requested by the Company or such lock-up managing underwriters and to execute an agreement or in reflecting requirements binding on such Holder that are substantially consistent with this Section 17 as may be requested by the event underwriters at the managing Underwriters otherwise agree by written consenttime of such offering; provided, howeverhowever that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 17 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond four hundred and one (401) days after the effective date of the registration statement. In order to enforce the restriction set forth above or any other restriction agreed by Holder, including without limitation any restriction requested by the underwriters of any initial public offering of the securities of the Company agreed by such Holder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten Offering following end of the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lockapplicable stand-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions off period. The Company’s underwriters shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date beneficiaries of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement set forth in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 17.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of addition to the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwritersrestrictions set forth in Section 6.1 above, each Holder that is agrees, in connection with the registration pursuant to Section 2 of this Agreement of any of such Holder’s Registrable Securities in an executive officerunderwritten public offering, director or Holder in excess of five percent (5%) upon request of the outstanding Issuer or the underwriters managing such underwritten offering of the Issuer’s securities, not to (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 Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (and for which it excluding the Registrable Securities covered by such Registration Statement) 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 (excluding the Registrable Securities covered by such Registration Statement), whether any such transaction described in clause (a) or (b) above is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares be settled by delivery of Common Stock or such other equity securities of the Company (other than those included securities, in such offering pursuant to this Agreement)cash or otherwise, without the prior written consent of the Company, during the forty-five (45)-day period (Issuer or such shorter underwriters, as the case may be, for such period of time agreed (not to by exceed 90 days) from the managing Underwriters) beginning on the effective date of pricing of the Registration Statement relating to such offering, except underwritten public offering as expressly permitted by such lock-up agreement the Issuer or in the event the managing Underwriters otherwise agree by written consentunderwriters may specify; provided, however, with respect to that the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a foregoing lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on provision shall only be applicable to such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date Holder if all executive officers and directors of the pricing Issuer enter into similar agreements. The underwriters in connection with any underwritten offering are intended third party beneficiaries of any this Section 6.2 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Holders agree that the Issuer may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of this Section 6.2 until the end of such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)period.

Market Stand-Off. In connection with any Underwritten Offering of equity securities Common Stock of the Company (other than a Block Trade or Other Coordinated Offering)Company, if requested by the Underwriters managing Underwritersthe offering, each Holder that (i) is an executive officerofficer or director of the Company, director or Holder in excess (ii) is a beneficial owner of five more than one percent (51%) of the outstanding shares of Common Stock of the Company, or (and for which it is iii) requests to sell Registrable Securities in such Underwritten Offering, agrees to execute a customary for such a Holder to agree to a lock-upup agreement (in each case on substantially the same terms and conditions as all such Holders, including customary waiver “MFN” provisions) agrees that it shall not Transfer in favor of the managing Underwriters to not, sell or dispose of any shares of Common Stock or other equity securities of the Company (other than those included in such offering Underwritten Offering pursuant to this Agreement), without the prior written consent of the Companymanaging Underwriters, during the fortyperiod beginning on the date of execution of such lock-five (45)-day period up agreement and ending on the 90th day following the date of the final Prospectus related to such Underwritten Offering (or such shorter time agreed to by the managing Underwriters) beginning on Underwriters with respect to the date officers and directors of pricing of such offering, the Company and except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect ) (the “Lock-Up Period”). If a Holder fails to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then execute such lock-up restrictions agreement, then such Xxxxxx agrees not to not, sell or dispose of any shares of Common Stock of the Company during the Lock-Up Period, provided that the commencement of the Lock-Up Period shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date that the Holder is notified by the Company of the pricing of any such Underwritten Offering. Each such Holder agrees that any notification of an Underwritten Offering by the Company pursuant to execute a customary lockthis Agreement shall constitute “material non-up agreement in favor public information” and the Company shall be permitted to issue “stop transfer” instructions with its transfer agent with respect to any purported transfer of any Registrable Securities following such notification and the conclusion of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)Lock-Up Period.

Market Stand-Off. In connection with Agreement Each Holder hereby agrees that such Holder shall not sell, offer, pledge, contract to sell, grant any Underwritten Offering of equity securities option or contract to purchase, purchase any option or contract to sell, grant any right or warrant to purchase, lend or otherwise transfer or encumber, directly or indirectly, any Common Stock (or other securities) of the Company held by such Holder as of the date of such “lock-up” or “market-standoff” agreement, nor shall the Holder enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other than securities) during the one hundred eighty (180) day period following the effective date of a Block Trade or Other Coordinated Offeringregistration statement of the Company filed in connection with the Company’s initial public offering under the Securities Act (the “Lock-Up Period”), if requested by ; provided that all officers and directors of the managing Underwriters, each Holder that is an executive officer, director or Holder in excess Company and holders of five at least one percent (51%) of the outstanding Common Stock (Company’s voting securities are either bound by, or have agreed to be bound by, similar agreements; and for which it is customary for such a Holder provided further, that, if applicable to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, for the purpose of compliance with NASD Rule 2711(f)(4) or any successor provisions or amendments thereto, if (i) during the fortylast 17 days of the initial Lock-five Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (45)-day ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period (or such shorter time agreed beginning on the last day of the initial Lock-Up Period, then in each case, Purchaser hereby consents to by an extension to the managing Underwriters) Lock-Up Period until the expiration of the 18-day period beginning on the date of pricing release of the earnings results or the occurrence of the material news or material event, as applicable, unless such offering, except as expressly permitted by such lock-up agreement extension is waived in writing. 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 event future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the managing Underwriters otherwise agree by written consent; provided, however, future. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 1.1(b) hereof with respect to the first Underwritten Offering following shares of Common Stock (or other securities) subject to the Closing, if foregoing restriction until the end of such one hundred eighty (180) day period. Any discretionary waiver or termination of the restrictions of such “lock-up” or “market-standoff” agreements (including this Agreement) by the Company or the managing Underwritersunderwriter shall apply to all Holders subject to such agreements on a pro rata basis, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for based upon the number of days shares held by such managing Underwriters Holder. Each Holder agrees, if so advise, not to exceed a period of ninety (90) days from requested by the date Company or any representative of the pricing of any such Underwritten Offering. Each such Holder agrees underwriters, to execute a customary such underwriters standard form of “lock-up up” or “market standoff” agreement in favor a form satisfactory to the underwriters and the Company and consistent with the provisions of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 1.12.

Market Stand-Off. In connection with any Underwritten Offering underwritten public offering by the Parent of its equity securities pursuant to an effective registration statement filed under the Securities Act, including Parent’s initial public offering, no Company Stockholder who receives Parent Shares shall directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the Company (other than a Block Trade or Other Coordinated Offering)foregoing transactions with respect to, if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to Parent Shares acquired under this Agreement), Agreement without the prior written consent of Parent or its managing underwriter. Such restriction (the Company, during the forty“Market Stand-five (45)-day Off”) shall be in effect for such period (or such shorter of time agreed to by the managing Underwriters) beginning on following the date of pricing of the final prospectus for the offering as may be requested by Parent or such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; providedunderwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by Parent or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two years after the date of Parent’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting Parent’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Parent Shares subject to the Market Stand-Off, or into which such Parent Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, Parent may impose stop-transfer instructions with respect to the first Underwritten Offering following Parent Shares acquired under this Agreement until the Closing, if end of the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lockapplicable stand-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions off period. Parent’s underwriters shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date beneficiaries of the pricing of any such Underwritten Offeringagreement set forth in this Section 7.3. Each such Holder agrees This Section 7.3 shall not apply to execute a customary lock-up agreement Parent Shares registered in favor of the Underwriters to such effect (in each case on substantially public offering under the same terms and conditions as all such Holders)Securities Act.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Agreement. Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companymanaging underwriter, during the fortyMarket Stand-five Off Period (45)-day period as hereinafter defined), (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 the Company’s common stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for the Company’s common stock held immediately before the effective date of the registration statement for such shorter time agreed 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Company’s common stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 5.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 5.11 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 managing Underwritersunderwriters in connection with such registration that are consistent with this Section 5.11 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 this Warrant or the Shares until the end of such restricted period. For purposes of this Section 5.11: (i) beginning “Market Stand-Off Period” means the period of time commencing on the date of pricing the final prospectus relating to the registration by the Company of such offeringshares of its common stock or any other equity securities under the Act on a registration statement on Form X-0, except as expressly permitted Xxxx X-0, or Form S-3, and ending on the date specified by such lock-up agreement or in the event Company and the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a underwriter (such period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a (a) one hundred eighty (180) days in the case of the IPO, which period may be extended upon the request of the managing underwriter, to the extent required by any Financial Industry Regulatory Authority (“FINRA”) rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, or (b) ninety (90) days from in the date case of any registration other than the IPO, which period may be extended upon the request of the pricing managing underwriter, to the extent required by any FINRA rules, for an additional period of any such Underwritten Offering. Each such Holder agrees up to execute a customary lock-up agreement in favor fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the Underwriters to such effect expiration of the 90-day lockup period); and (in each case on substantially ii) “IPO” means the same terms and conditions as all such Holders)Company’s first underwritten public offering of its common stock under the Act.

Market Stand-Off. In connection with Each party agrees that, so long as it holds any Underwritten Offering of equity voting securities of the Company (other than a Block Trade or Other Coordinated Offering)Company, if requested upon request by the Company or the underwriters managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) the initial public offering of the outstanding Common Stock (and for which Company’s securities, it is customary for such a Holder to agree to a lock-up) agrees that it shall will not Transfer sell or otherwise transfer or dispose of any shares of Common Stock or other equity securities of the Company (other than those permitted to be included in such offering pursuant the registration and other transfers to this Agreement), affiliates permitted by law) without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter underwriters, as the case may be, for a period of time agreed to specified by the managing Underwritersrepresentative of the underwriters not to exceed one hundred and eighty (180) beginning on days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering, except offering as expressly permitted may be requested by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentunderwriters; provided, however, with respect to that the first Underwritten Offering following the Closing, if the managing Underwritersforegoing shall not, in their reasonable discretionany way, advise limit the applicable lock-up arrangements in respect of the Founders and BVI Companies pursuant to Section 5.09 of the Series E Shares Purchase Agreement, which will apply for at least six (6) months, unless otherwise agreed by the lead underwriter of securities of the Company in writing that a lock-up restriction connection with the registration of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then initial public offering. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period for the Preferred Shareholders. The foregoing provision of this Section 2.13 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be for notified prior to such release and shall itself be simultaneously released to the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date same proportional extent. The Company shall require all future acquirers of the pricing of any such Underwritten Offering. Each such Holder agrees Company’s securities to execute prior to a customary lockQualified Public Offering a market stand-up off agreement containing substantially similar provisions as those contained in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 2.13.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (55 %) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the ClosingOriginal Issue Date, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Agreement. Each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer any shares of Common Stock will not, directly or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)indirectly, without the prior written consent of the CompanyCompany and the managing underwriter, during the forty-five period commencing on the date of the final prospectus relating to the initial public offering by the Company and ending on the date specified by the Company and the managing underwriter (45)-day such period not to exceed one hundred eighty (180) days) (i) 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 before the effective date 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 Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such shorter time agreed other securities, in cash or otherwise; provided, however, that if and to by the managing Underwritersextent that Rule 2241 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) would apply to a FINRA member publishing or otherwise distributing a research report, or making a public appearance, concerning the Company, if (1) during the last 17 days of such 180-day period, the Company releases earnings results or announces material news or a material event or (2) prior to the expiration of such 180-day period, the Company announces that it will release earnings results during the 15-day period following the last day of the initial 180-day period, then in each case such 180-day period will be automatically extended until the expiration of the 18-day period beginning on the date of pricing release of the earnings results or the announcement of the material news or material event, as applicable, unless the managing underwriter waives, in writing, such extension. The foregoing provisions of this Section 1.13 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers and directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the initial public offering by the Company are intended third party beneficiaries of this Section 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto; further, each Holder hereby agrees to enter into written agreement with such underwriters containing terms substantially equivalent to the terms of this Section 1.13, and each Holder hereby agrees that such underwriters shall be entitled to require each such Holder to enter into such a written agreement. Any discretionary waiver or termination of the restrictions of any or all of such offeringagreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, except as expressly permitted by based on the number of shares subject to such lockagreements. In order to enforce the foregoing covenant, the Company may impose stop-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, transfer instructions with respect to the first Underwritten Offering following Registrable Securities of each Holder (and the Closing, if shares or securities of every other person subject to the managing Underwriters, in their reasonable discretion, advise foregoing restriction) until the Company in writing that a lock-up restriction end of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)period.

Market Stand-Off. In connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, and upon request of the managing or lead underwriter made to the Company in connection with such offering, each Holder will agree with the Company and the underwriter not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except for a period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as expressly permitted may be requested by the Company or such lock-up managing underwriters and to execute an agreement or in reflecting requirements binding on such Holder that are substantially consistent with this Section 4 as may be requested by the event underwriters at the managing Underwriters otherwise agree by written consenttime of the such offering; provided, howeverhowever that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 4 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred sixteen (216) days after the effective date of the registration statement. In order to enforce the restriction set forth above or any other restriction agreed by Holder, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Holder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 14. Each Holder agrees that prior to the Company’s Initial Public Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 14, provided that this Section 14 shall not apply to transfers pursuant to a Registration Statement. Each Holder agrees that a locklegend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-up restriction of a period of fortyUP PERIOD OF UP TO 180 DAYS 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-five (45) or fewer days would have a material adverse impact on such Underwritten UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. After the Company’s Initial Public Offering, then such lock-up restrictions shall be for the number upon request of days such managing Underwriters so advise, not to exceed any Holder who is a period holder of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In connection with Agreement. Each Holder hereby agrees that during a period, not to exceed 180 days (or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within 18 days prior to or after the date that is one hundred eighty (180) days after the effective date of the registration statement relating to such offering, but in any Underwritten Offering event not to exceed two hundred ten (210) days following the effective date of equity securities the registration statement relating to such offering), following the effective date of the initial, effective registration statement of the Company filed under the 1933 Act (“IPO”), it shall not, to the extent requested by the Company and any underwriter, sell, pledge, transfer, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%to donees who agree to be similarly bound) of the outstanding any Common Stock (and for which held by it is customary for at any time during such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of period except Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentregistration; provided, however, that all officers and directors of the Company and all One Percent Stockholders (as defined below) of the Company enter into similar agreements; provided, however, that all restrictions set forth in this Section 1.13 on all such Holders shall terminate and be of no further force or effect if any stockholder, officer or director is released from, or otherwise no longer bound by, such restrictions, other than due to such person no longer holding shares of the Company’s capital stock as a result of the Company’s repurchase of such shares upon a termination of such person’s employment with respect the Company. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 1.13 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 the underwriters in the IPO that are consistent with this Section 1.13 or that are necessary to give further effect thereto. The obligations of the Holders hereunder shall only apply to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise Registration Statement covering Common Stock of the Company to be sold on its behalf to the public in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)IPO.

Market Stand-Off. In connection with Each Shareholder agrees that, so long as it holds any Underwritten Offering of equity voting securities of the Company (other than a Block Trade or Other Coordinated Offering)Company, if requested upon request by the Company or the underwriters managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) the Initial Public Offering of the outstanding Common Stock (and for which Company’s securities, it is customary for such a Holder to agree to a lock-up) agrees that it shall will not Transfer sell or otherwise transfer or dispose of any shares of Common Stock or other equity securities of the Company (other than those permitted to be included in such offering pursuant the Registration and other transfers to this Agreement), Affiliates permitted by law) without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter time agreed to by underwriters, as the managing Underwriters) beginning on the date of pricing of such offeringcase may be, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of for a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall time as may be for requested by the number of days such managing Underwriters so advise, underwriters not to exceed a period of ninety one hundred and eighty (90180) days from the effective date of the registration statement (or its equivalent), or such other period 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) covering such Initial Public Offering or the pricing date of such offering as may be requested by the underwriters. The foregoing provision of this Section 9.11 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if (i) all officers, directors and all holders of any Ordinary Shares enter into similar agreements, (ii) in the event that the Company or any underwriter releases any other holder of Shares from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such Underwritten Offeringrelease and shall itself be simultaneously released to the same proportional extent, and (iii) the market stand-off agreement contemplated permits the transfer of securities of the Company by the Shareholders to their respective Affiliates or other transferees so long as such Affiliates or transferees are required to enter into the same market stand-off agreement. Each such Holder agrees The Company shall require all future acquirers of the Company’s securities to execute prior to an Initial Public Offering a customary lockmarket stand-up off agreement containing substantially similar provisions as those contained in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 9.11.

Market Stand-Off. In connection with any Underwritten Offering underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Corporation’s IPO, each Grantee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the Company (other than a Block Trade or Other Coordinated Offering)foregoing transactions with respect to, if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree any vested Shares delivered to a lock-up) agrees that it shall not Transfer any shares Grantee upon the exercise or vesting of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to an Award under this Agreement), Plan without the prior written consent of the Company, during Corporation or its underwriters. Such restriction (the forty“Market Stand-five (45)-day period (or Off”) shall be in effect for such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from time following the date of the pricing of any final prospectus for the offering as may be requested by the Corporation or such Underwritten Offeringunderwriters, but in no event greater than 180 days. Each such Holder agrees to execute a customary lock-up agreement in favor In the event of the Underwriters declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Corporation’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any shares subject to the Market Stand-Off, or into which such effect shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to any vested Shares delivered to a Grantee upon the exercise or vesting of an Award under this Plan until the end of the applicable stand-off period. The Corporation’s underwriters shall be beneficiaries of this Section 24. This Section 24 shall not apply to shares registered in the public offering under the Securities Act, and the Grantee shall be subject to this Section 24 only if the directors and officers of the Company are subject to similar arrangements. 102 OPTION AWARD AGREEMENT UNDER THE KALTURA, INC. 2017 EQUITY INCENTIVE PLAN AND KALTURA, Inc. 2017 EQUITY INCENTIVE PLAN ISRAEL GRANTEES SUB-PLAN THIS 102 OPTION AWARD AGREEMENT (in each case on substantially this “Agreement”) is made between Kaltura, Inc., a Delaware corporation (the same terms “Corporation”) and conditions as all such Holders$grantee$, ID: $employeeid$ (the “Grantee”).

Market Stand-Off. In connection Agreement; Agreement to Furnish Information. The Shareholder and each Holder hereby agree that the Shareholder and/or Holder 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 Underwritten Offering of equity Common Shares (or other securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested Company) held by the managing Underwriters, each Holder that is an executive officer, director Shareholder or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent registration) for a period (the “Restricted Period”) specified by the representatives of the underwriters of Common Shares (or other securities of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ten (10) days prior and ninety (90) days from following any registered sale by the date Company in which the Company gave the Shareholder an opportunity to participate; provided that all executive officers and directors of the pricing Company enter into similar agreements and only if such Persons remain subject thereto (and are not released from such agreement) for such period. The Demanding Shareholder and each Holder agree to execute and deliver such other agreements as may be reasonably requested by the Company or the representatives of the underwriters which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding the foregoing, if (a) during the last seventeen (17) days of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (b) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the sixteen-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 2.10 shall continue to apply until the expiration of the eighteen-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In addition, if requested by the Company or the representative of the underwriters of Common Shares (or other securities of the Company), the Demanding Holder and each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any such Underwritten Offering. Each public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act in which the Demanding Holder or such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)participates.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companyrepresentatives of the underwriters, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing the final prospectus relating to the Company’s initial public offering and ending on the date specified by the Company and the representatives of the underwriters (such offeringperiod not to exceed one hundred eighty (180) days) (i) offer, except as expressly permitted by such lock-up agreement 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 or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the event economic consequences of ownership of the managing Underwriters Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 5.2 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, securities purchased in the initial public offering or securities purchased in open market transactions. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of this Section 5.2 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Notwithstanding the foregoing, no Holder shall be bound by this Section 5.2 unless all entities owning three percent (3%) or more of the then outstanding common stock of the Company (assuming full conversion of all outstanding equity securities of the Company convertible into such common stock) are bound by this Section 5.2 or are otherwise agree contractually restricted from undertaking any action restricted by written consent; providedthis Section 5.2. In order to enforce the foregoing covenant, however, the Company may impose stop-transfer instructions with respect to the first Underwritten Offering following shares of capital stock of Holder (and the Closingshares or securities of every other person subject to the foregoing restriction) until the end of such period. ANDA Networks, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five Inc. By: Name: (45Print) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date Title: Chairman of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect Board, President or Vice President By: Name: (in each case on substantially the same terms Print) Title: Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary Acknowledged and conditions as all such Holders).Agreed to: Greater Bay Bancorp By: Name: (Print) Title: APPENDIX 1

Market Stand-Off. In connection with (a) To the extent that an Investor or Key Stockholder is not a party to the Amended and Restated Investors’ Rights Agreement of even date herewith among the Company and stockholders of the Company identified on Schedule A or Schedule B thereto, such Key Stockholder or Investor, as the case may be, hereby agrees that, during the period of duration 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 Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any Underwritten Offering short sale), grant any option to purchase or otherwise transfer or dispose of equity (other than to donees who agree to be similarly bound) any securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested held by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding it at any time during such period except Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentregistration; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five such agreement shall not exceed one hundred eighty (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90180) days from the effective date of registration (which period may be extended upon the pricing request of the managing underwriter for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period). The foregoing provisions of this Section 6(a) shall apply only to the Company’s first underwritten public offering of its Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $20 million of gross proceeds to the Company (the “IPO”), shall not apply to the sale of any such Underwritten Offeringshares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to Investors or Key Stockholders hereunder if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s IPO are intended third-party beneficiaries of this Section 6(a) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each such Holder Investor and Key Stockholder subject to this Section 6(a) further agrees to execute a customary lock-up agreement such agreements as may be reasonably requested by the underwriters in favor the Company’s IPO that are consistent with this Section 6(a) or that are necessary to give further effect thereto. Any discretionary waiver or termination of the Underwriters restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Investors and Key Stockholders subject to such effect (agreements pro rata based on the number of shares subject to such agreements, except that, notwithstanding the foregoing, the Company and the underwriters may, in each case on substantially their sole discretion, waive or terminate these restrictions with respect to up to 100,000 shares of the same terms and conditions as all such Holders)Company’s Common Stock.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%a) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) Each Stockholder hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companymanaging underwriter, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing the final prospectus relating to any public offering of the Company’s capital stock and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the Qualified Public Offering and ninety (90) days in the case of any other public offering of capital stock) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, or otherwise transfer any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Stockholder Shares held immediately prior to the effectiveness of the registration statement for such offering, except or (ii) enter into any swap or other arrangement that Transfers to another, in whole or part, any of the economic consequences of ownership of the Stockholder Shares, whether any such transaction described in clause (i) or (ii) above is settled by delivery of Stockholder Shares or other securities, in cash or otherwise. The foregoing provisions of this Section 5.2(a) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Stockholders if all officers, directors and greater than two percent (2%) shareholders of the Company enter into similar agreements. Each Stockholder further agrees to execute such agreements as expressly permitted may be reasonably requested by such lock-up agreement the underwriters in a public offering that are consistent with this Section 5.2(a) or that are necessary to give further effect thereto. Notwithstanding the foregoing, the restrictions in the event paragraph above shall not apply (it being understood and agreed, however, that restrictions other than the managing Underwriters otherwise agree one in this Section 5.2(a) may continue to apply) to a transfer by written consenta Stockholder of its Stockholder Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agrees with the parties hereto to comply with the terms and conditions of Section 7.3 hereof (including by agreeing to be bound in writing by the restrictions set forth herein), or (ii) to any trust for the direct or indirect benefit of such Stockholder or the immediate family of such Stockholder, provided that the trustee of the trust agrees with the parties hereto to comply with the terms and conditions of Section 7.3 hereof (including by agreeing to be bound in writing by the restrictions set forth herein), and provided further that any such transfer referred to in (i) and (ii) shall not involve a disposition for value. For purposes of this Section 5.2(a), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, if the Stockholder is a corporation, the restrictions in the first paragraph of this Section 5.2(a) shall not apply (it being understood and agreed, however, that restrictions other than the one in this Section 5.2(a) may continue to apply) to a transfer by a corporation of capital stock of the Company to any wholly-owned subsidiary of such corporation, or, if the Stockholder is a limited liability company, to the transfer by the limited liability company to a member or affiliated limited liability company, or, if the Stockholder is a partnership, to the transfer by the partnership to a partner or affiliated partnership; provided, however, with respect that in any such case, it shall be a condition to the first Underwritten Offering following transfer that the Closing, if transferee agrees with the managing Underwriters, in their reasonable discretion, advise parties hereto to comply with the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all of Section 7.3 hereof (including by agreeing to be bound in writing by the restrictions set forth herein), and provided further that any such Holders)transfer shall not involve a disposition for value.

Market Stand-Off. In connection with any Underwritten Offering underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Corporation’s IPO, each Grantee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the Company (other than a Block Trade or Other Coordinated Offering)foregoing transactions with respect to, if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree any vested Shares delivered to a lock-up) agrees that it shall not Transfer any shares Grantee upon the exercise or vesting of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to an Award under this Agreement), Plan without the prior written consent of the Company, during Corporation or its underwriters. Such restriction (the forty“Market Stand-five (45)-day period (or Off”) shall be in effect for such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from time following the date of the pricing of any final prospectus for the offering as may be requested by the Corporation or such Underwritten Offeringunderwriters, but in no event greater than 180 days. Each such Holder agrees to execute a customary lock-up agreement in favor In the event of the Underwriters declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Corporation’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any shares subject to the Market Stand-Off, or into which such effect shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to any vested Shares delivered to a Grantee upon the exercise or vesting of an Award under this Plan until the end of the applicable stand-off period. The Corporation’s underwriters shall be beneficiaries of this Section 24. This Section 24 shall not apply to shares registered in the public offering under the Securities Act, and the Grantee shall be subject to this Section 24 only if the directors and officers of the Company are subject to similar arrangements. KALTURA, IINC. 2017 EQUITY INCENTIVE PLAN ISRAEL GRANTEES SUB-PLAN Notwithstanding anything stated to the contrary in the Kaltura, Inc. 2017 Equity Incentive Plan (in each case on substantially the same terms and conditions as “Plan”), this Sub-Plan to the Plan shall apply for purposes of all such Holders)Awards granted under the Plan to Grantees who are subject to Israeli taxation.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Agreement. Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companymanaging underwriter, during the fortyMarket Stand-five Off Period (45)-day period as hereinafter defined), (i) 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 the Company’s common stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for the Company’s common stock held immediately before the effective date of the registration statement for such shorter time agreed 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Company’s common stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 5.12 shall apply only to the IPO (as hereinafter defined), shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to Holder only if all officers, directors and stockholders individually owning more than one percent (1%) of the Company’s outstanding common stock (after giving effect to conversion into common stock of all of the Company’s outstanding preferred stock) are bound by restrictions that are not less restrictive. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 5.12 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 managing Underwritersunderwriters in connection with such registration that are consistent with this Section 5.12 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 pro rata to Holder and all other holders of the Shares (or, if applicable, the common stock or other securities of the Company into which such Shares are convertible) beginning subject to such agreements, based on the number of shares subject to such agreements. For purposes of this Section 5.12; (a) “Market Stand-Off Period” means the period of time commencing on the date of pricing of such offering, except as expressly permitted the final prospectus relating to the IPO and ending on the date specified by such lock-up agreement or in the event Company and the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a underwriter (such period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any NASD rules, for an additional period of ninety up to fifteen (9015) days from if the date Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor expiration of the Underwriters to such effect 180-day lockup period); and (in each case on substantially b) “IPO” means the same terms and conditions Company’s first underwritten public offering of its common stock under the Securities Act of 1933, as all such Holders)amended.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Agreement Each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of not, to the extent requested by the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the fortylast seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-five (45)-day day period (or such shorter time agreed to by the managing Underwriters) beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 3.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of pricing the registration statement. For purposes of such offeringthis Section 3.2, except as expressly permitted by such lockthe term “Company” shall include any wholly-up agreement owned subsidiary of the Company into which the Company merges or in consolidates. To enforce the event foregoing covenant, the managing Underwriters otherwise agree by written consent; provided, however, Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 3.2 and to impose stop transfer instructions with respect to the first Underwritten Offering following Securities and such other shares of stock of each Holder (and the Closing, if shares or securities of every other person subject to the managing Underwriters, in their reasonable discretion, advise foregoing restriction) until the Company in writing that a lock-up restriction end of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offeringperiod. Each such Holder further agrees to execute a customary lock-up enter into any agreement in favor of reasonably required by the Underwriters underwriters to such effect (in each case on substantially implement the same terms and conditions as all such Holders)foregoing within any reasonable timeframe so requested.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of Agreement. To the Company (other than a Block Trade or Other Coordinated Offering), if extent requested by the managing Underwriters, each Holder that is Company or an executive officer, director or Holder in excess underwriter of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, each Holder shall not sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to 180 days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the fortylast 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or before the expiration of the restricted period the Company announces that it will release earnings results during the 16-five (45)-day day period (or such shorter time agreed to by the managing Underwriters) beginning on the date last day of pricing the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by Section 9.1 and 9.2 will continue to apply until the expiration of such offering, except as expressly permitted by such lockthe 18-up agreement day period beginning on the issuance of the earnings release or in the event occurrence of the managing Underwriters otherwise agree by written consentmaterial news or material event; provided, howeverfurther, that such automatic extension will not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the first Underwritten Offering following securities of an “emerging growth company” (as defined in the ClosingJumpstart Our Business Startups Act of 2012) before or after the expiration of any agreement between the broker, if the managing Underwritersdealer, in their reasonable discretion, advise the Company in writing that a lock-up restriction or member of a national securities association and the emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period of forty-five (45) or fewer extend beyond 215 days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for after the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the effective date of the pricing registration statement. For purposes of this Section, “Company” includes any wholly-owned subsidiary of the Company into which the Company merges or consolidates. The Company may place restrictive legends on the certificates representing the shares subject to this Section 9.2 and may impose stop transfer instructions with respect to the Securities and such Underwritten Offeringother shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each such Holder agrees shall enter into any agreement reasonably required by the underwriters to execute a customary lock-up agreement in favor of implement the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)foregoing within any reasonable timeframe so requested.

Market Stand-Off. In connection with Each party agrees that, so long as it holds any Underwritten Offering of equity voting securities of the Company (other than a Block Trade or Other Coordinated Offering)Company, if requested upon request by the Company or the underwriters managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) the initial public offering of the outstanding Common Stock (and for which Company’s securities, it is customary for such a Holder to agree to a lock-up) agrees that it shall will not Transfer sell or otherwise transfer or dispose of any shares of Common Stock or other equity securities of the Company (other than those permitted to be included in such offering pursuant the registration and other transfers to this Agreement), Affiliates permitted by law) without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter underwriters, as the case may be, for a period of time agreed to specified by the managing Underwriters) beginning on representative of the underwriters not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offeringoffering as may be requested by the underwriters, except or such other period as expressly permitted may be requested by the Company 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. The Company shall use its best efforts to take all steps to shorten such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect period. The foregoing provision of this Section 2.12 shall not apply to the first Underwritten Offering following sale of any securities of the ClosingCompany to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all officers, directors and shareholders of the Company individually owning more than one percent (1%) of the Company’s outstanding Ordinary Shares (after giving effect to conversion into Ordinary Shares of all Preferred Shares) enter into similar agreements, and if the managing UnderwritersCompany or any underwriter releases any other shareholder from his, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) her or fewer days would have a material adverse impact on such Underwritten Offeringits sale restrictions so undertaken, then such lock-up restrictions each Holder of Registrable Securities issued or issuable upon conversion of the Series C Preferred Shares shall be for notified prior to such release and shall itself be simultaneously released to the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date same proportional extent. The Company shall require all future acquirers of the pricing of any such Underwritten Offering. Each such Holder agrees Company’s securities to execute prior to an Initial Public Offering a customary lockmarket stand-up off agreement containing substantially similar provisions as those contained in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 2.12.

Market Stand-Off. In connection with Each Shareholder agrees that, so long as it holds any Underwritten Offering of equity voting securities of the Company (other than a Block Trade or Other Coordinated Offering)Company, if requested upon request by the Company or the underwriters managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) the initial public offering of the outstanding Common Stock (and for which Company’s securities, it is customary for such a Holder to agree to a lock-up) agrees that it shall will not Transfer sell or otherwise transfer or dispose of any shares of Common Stock or other equity securities of the Company (other than those permitted to be included in such offering pursuant the registration and other transfers to this Agreement), Affiliates permitted by Law) without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter time agreed to by underwriters, as the managing Underwriters) beginning on the date of pricing of such offeringcase may be, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of for a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for time specified by the number representative of days such managing Underwriters so advise, the underwriters not to exceed a period of ninety one hundred and eighty (90180) days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The foregoing provision of this Section 11 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such Underwritten Offeringrelease and shall itself be simultaneously released to the same proportional extent. Each such Holder agrees The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a customary lockQualified IPO a market stand-up off agreement containing substantially similar provisions as those contained in favor of this Section 11. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Dingdong – SHA – Exhibit B EXHIBIT C FORM OF ASSUMPTION AGREEMENT This ASSUMPTION AGREEMENT is made on [*], 20[*], by and between [*] (the Underwriters “Company”); and [*] (the “New Party”). The Company and the New Party shall be referred to such effect (in each case on substantially collectively as the same terms and conditions as all such Holders)Parties.

Market Stand-Off. In connection with (a) Each Holder and the Company hereby agrees that, if so requested by the representative of the lead or managing underwriters of a public offering effected by the Company pursuant to a registration statement (the “Managing Underwriter”), such Holder shall not, without the prior consent of the Managing Underwriter (i) lend, offer, pledge, sell, contract to sell, sell any Underwritten Offering of equity 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 Registrable Securities or any securities of the Company (other than a Block Trade whether such shares or Other Coordinated Offeringany such securities are then owned by the Holder, or are thereafter acquired), if requested 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 Registrable Securities or such other securities, in cash or otherwise, during the period specified by the managing UnderwritersManaging Underwriter, each Holder with such period not to exceed 90 days following the effective date of such registration statement (the “Market Standoff Period”), provided that is (i) if the Company issues an executive officerearnings release or material news, director or Holder in excess of five percent if a material event relating to the Company occurs, during the last seventeen (5%17) days of the outstanding Common Stock Market Standoff Period, or (and for which it is customary for such a Holder ii) if prior to agree to a lock-up) agrees the expiration of the Market Standoff Period, the Company announces that it shall not Transfer any shares of Common Stock or other equity securities will release earnings results during the sixteen (16)-day period beginning on the last day of the Market Standoff Period, the Market Standoff Period may be extended by the Managing Underwriter 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. Any discretionary waiver or termination of the restrictions contained in any such agreement by the Company (or the underwriter shall first apply to the Holders of Registrable Securities, which shall have preference over all other than those included in such offering pursuant to this Agreement), without the prior written consent holders of the Company, during ’s securities to register and sell the forty-five (45)-day period (shares to be registered within such waiver or such shorter time agreed to by the managing Underwriters) beginning on the date termination of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)restrictions.

Market Stand-Off. In connection with any Underwritten Offering underwritten public offering by UG of its equity securities pursuant to an effective registration statement filed under the Securities Act, Xxxxxx agrees that he shall not, directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the Company (other than a Block Trade or Other Coordinated Offering)foregoing transactions with respect to, if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to Securities acquired under this Agreement), Agreement without the prior written consent of UG or its managing underwriter. Such restriction (the Company, during the forty“Market Stand-five (45)-day Off”) shall be in effect for such period (or such shorter of time agreed to by the managing Underwriters) beginning on following the date of pricing of the final prospectus for the offering as may be requested by UG or such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; providedunderwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by UG or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto. The Market Stand-Off shall in any event terminate two years after the date of UG’s initial firm commitment underwritten public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting UG’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Securities subject to the Market Stand-Off, or into which such Securities thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, UG may impose stop-transfer instructions with respect to the first Underwritten Offering following Securities acquired under this Agreement until the Closing, if end of the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lockapplicable stand-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions off period. UG’s underwriters shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date beneficiaries of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement set forth in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 7.

Market Stand-Off. In Unless subject to a separate lock-up agreement with more restrictive terms, in connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, each Holder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade purchased under the Securities Purchase Agreement or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director securities into which those purchased securities are converted or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), exchanged without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except as expressly permitted for a period of one hundred and eighty (180) days from the effective date of such registration (the “Restricted Period”), and to the extent requested by the underwriter, each Holder shall, at the time of such lock-up offering, execute a separate, additional agreement or in the event the managing Underwriters otherwise agree by written consentreflecting these requirements binding on such Holder that are substantially consistent with this Section 18; provided, further, however, with respect that the foregoing provisions of this Section 18 shall be applicable to the first Underwritten Offering following Holders only if all of the ClosingCompany’s directors and officers are subject to lock up restrictions during the Restricted Period no less favorable than those set forth in this Section 18 on the securities that they hold as of the Initial Public Offering. For clarity, if the managing Underwritersor lead underwriter consents to the sale or disposal of the locked-up securities, in their reasonable discretion, advise the Company will take action to remove any restrictive legend in writing that a respect of the lock-up restrictions. In order to enforce the restriction set forth above or in the Securities Purchase Agreement or any other restriction agreed by Holder, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Holder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this Section 18. Each Holder agrees that prior to the Company’s Initial Public Offering it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 18, provided that this Section 18 shall not apply to transfers pursuant to a period Registration Statement. Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of fortyeach Holder issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 18): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-five (45) or fewer days would have a material adverse impact on such Underwritten OfferingUP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, then such 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. After the Company’s Initial Public Offering and expiration of any lock-up restrictions shall be for the number period, upon request of days such managing Underwriters so advise, not to exceed any Holder who is a period holder of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Agreement. Each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of not, to the extent requested by the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act; provided, however that, if during the fortylast seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-five (45)-day day period (or such shorter time agreed to by the managing Underwriters) beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 2.2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred fifteen (215) days after the effective date of pricing the registration statement. For purposes of such offeringthis Section 2.2, except as expressly permitted by such lockthe term “Company” shall include any wholly-up agreement owned subsidiary of the Company into which the Company merges or in consolidates. To enforce the event foregoing covenant, the managing Underwriters otherwise agree by written consent; provided, however, Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section 2.2 and to impose stop transfer instructions with respect to the first Underwritten Offering following Securities and such other shares of stock of each Holder (and the Closing, if shares or securities of every other person subject to the managing Underwriters, in their reasonable discretion, advise foregoing restriction) until the Company in writing that a lock-up restriction end of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offeringperiod. Each such Holder further agrees to execute a customary lock-up enter into any agreement in favor of reasonably required by the Underwriters underwriters to such effect (in each case on substantially implement the same terms and conditions as all such Holders)foregoing within any reasonable timeframe so requested.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) Each Member hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companymanaging underwriter, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing the final prospectus relating to an IPO and ending on the date specified by the Fund or its successor and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any Financial Industry Regulatory Authority rules, for an additional period of up to fifteen (15) days if the Fund issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period), (i) 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 capital stock of the Company or its successor or any securities convertible into or exercisable or exchangeable for such capital stock held immediately prior to the effectiveness of the registration statement for such offering, except as expressly permitted by such lock-up agreement or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the event economic consequences of ownership of such capital stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of capital stock or other securities, in cash or otherwise (the managing Underwriters otherwise agree “Market Stand-Off”). The foregoing provisions of this Section 5.5 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Members if all officers, directors and significant stockholders (as determined by written consent; providedthe underwriter of the IPO) of the Fund or its successor enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5.5 and shall have the right, howeverpower and authority to enforce the provisions hereof as though they were a party hereto. Each Member further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5.5 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 Fund or the underwriters shall apply to all Members subject to such agreements pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Fund or its successor may impose stop-transfer instructions with respect to the first Underwritten Offering following common stock of each Member (and the Closing, if shares or securities of every other person subject to the managing Underwriters, in their reasonable discretion, advise foregoing restriction) until the Company in writing that a lock-up restriction end of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)period.

Market Stand-Off. In connection with any Underwritten Offering underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the 1933 Act, including the Corporation’s initial public offering, Optionee shall not 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 the Company any Common Stock (or other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%securities) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company Corporation held by Optionee (other than those included in such offering pursuant the registration) during a period as requested by the Corporation (not to this Agreement), without exceed one hundred ninety eight (198) days) following the prior written consent effective date of the CompanyCorporation’s public offering (the “Market Stand-Off”) , during provided, that: (i) all officers and directors of the forty-five Corporation and holders of at least one percent (45)-day period 1%) of the Corporation’s voting securities are bound by and have entered into similar agreements (ii) such agreement shall provide that any discretionary waiver or termination of the restrictions of such shorter time agreed to agreements by the managing Underwriters) beginning Corporation or underwriters shall apply to all persons pro rata based on the number of shares of Common Stock subject to such agreements and (iii) the Market Stand-Off shall in no event be applicable to any underwritten public offering effected more than two (2) years after the effective date of pricing of such the Corporation’s initial public offering, except as expressly permitted by such lock-up agreement . The obligations described in this 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 event future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the managing Underwriters otherwise agree by written consent; provided, however, future. The Corporation may impose stop-transfer instructions and may stamp each such certificate with a legend with respect to the first Underwritten Offering following shares of Common Stock (or other securities) subject to the Closing, if foregoing restriction until the managing Underwriters, in their reasonable discretion, advise end of such lock up period. If requested by the Company in writing that a lock-up restriction Corporation and an underwriter of a period of forty-five Common Stock (45or other securities) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder Corporation, each Optionee agrees to execute a market stand-off agreement with said underwriters in customary lock-up agreement in favor form consistent with the provisions of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 9.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), Agreement. Each Holder hereby agrees that if requested required by the managing Underwritersunderwriter, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companymanaging underwriter, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing of such offering, except as expressly permitted the final prospectus relating to the IPO or other underwritten offering pursuant to Section 2.1 or 2.2 and ending on the date specified by such lock-up agreement or in the event Company and the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a underwriter (such period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period (x) one hundred eighty (180) days in the case of the IPO, or (y) ninety (90) days from in the case of any registration other than the IPO, (i) 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 Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Ordinary Shares, held immediately before the effective date of the pricing 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers, directors, and Holders are subject to the same restrictions. The underwriters in connection with such Underwritten Offeringregistration are intended third-party beneficiaries of this Section 2.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each such Holder further agrees to execute a customary lock-up agreement such agreements as may be reasonably requested by the underwriters in favor connection with such registration that are consistent with this Section 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the Underwriters restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such effect agreements, based on the number of shares subject to such agreements. Investor and each Shareholder hereby agree that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities held by such shareholder (and the shares or securities of every other person subject to the restriction contained in each case on substantially the same terms and conditions as all such Holders)this Section 2.11): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AND TO SUCH OTHER LOCK UP PERIODS, RESTRICTIONS AND LIMITATIONS, ALL AS SET FORTH IN AN INVESTORS RIGHTS 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 AND OTHER RESTRICTIONS AND LIMITATIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES.

Market Stand-Off. In connection Each Purchaser hereby agrees that, if so requested by the representative of the lead or managing underwriter of a public offering effected by the Company pursuant to a registration statement (the “Managing Underwriter”) and if such Purchaser then beneficially owns 3% or more of the Company's outstanding shares, such Purchaser shall not, without the prior consent of the Managing Underwriter, with the exclusion of shares or share equivalents having a then current market value equal to the Subscription Amount of such Purchaser and with the exclusion of any Underwritten Offering of equity securities purchased after the Closing Date unless agreed to otherwise, (i) 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 securities of the Company (other than a Block Trade whether such securities are then owned by such Purchaser, or Other Coordinated Offeringare thereafter acquired), if requested by the managing Underwritersor (ii) enter into any swap or other arrangement that transfers to another, each Holder that is an executive officerin whole or in part, director or Holder in excess of five percent (5%) any of the outstanding Common Stock economic consequences of ownership of such securities, whether any such transaction described in clause (and for which it i) or (ii) above is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares be settled by delivery of Common Stock securities, in cash or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Companyotherwise, during the forty-five (45)-day period (or such shorter time agreed to specified by the managing UnderwritersManaging Underwriter, with such period not to exceed 90 days following the effective date of such registration statement (the “Market Standoff Period”), provided that (i) if the Company issues an earnings release or material news, or if a material event relating to the Company occurs, during the last seventeen (17) days of the Market Standoff Period, or (ii) if prior to the expiration of the Market Standoff Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date last day of the pricing Market Standoff Period, the Market Standoff Period may be extended by the Managing Underwriter until the expiration of any such Underwritten Offeringthe eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each such Holder agrees Purchaser shall comply with the request of the Managing Underwriter to execute a customary lock-up agreement in favor of customary form on terms consistent with the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)foregoing.

Market Stand-Off. In connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, each Stockholder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except as expressly permitted for a period of one hundred eighty (180) days from the effective date of such registration (the “Restricted Period”), and to the extent requested by the underwriter, each Stockholder shall, at the time of such lock-up offering, execute an agreement or in the event the managing Underwriters otherwise agree by written consentreflecting these requirements binding on such Stockholder that are substantially consistent with this Section 14; provided, however, that if during the last seventeen (17) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 14 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the Restricted Period extend beyond two hundred sixteen (216) days after the effective date of the registration statement. lo order to enforce the restriction set forth above or any other restriction agreed by Stockholder, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Stockholder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten end of the applicable stand-off period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this Section 14. Each Stockholder agrees that prior to the Company’s Initial Public Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 14. provided that this Section 14 shall not apply to transfers pursuant to a Registration Statement. Each Stockholder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Stockholder issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS 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. After the Company’s Initial Public Offering and expiration of any lock-up restriction period, upon request of any Stockholder who is a period holder of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In (a) The Grantee hereby agrees that in connection with any Underwritten Offering underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the Company “Securities Act”), including the Corporation’s IPO, Grantee (other than a Block Trade or Other Coordinated Offeringand the Grantee’s Permitted Transferee (as such term is defined in the Sub-Plan), if requested by any) shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the managing Underwriterspurchase of, each Holder that is an executive officerpurchase any option or other contract for the sale of, director or Holder otherwise dispose of or transfer, or agree to engage in excess of five percent (5%) any of the outstanding Common Stock (and for which it is customary for such a Holder foregoing transactions with respect to, any Option Shares delivered to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities Grantee upon the exercise of the Company (other than those included in such offering pursuant to this Agreement), Option without the prior written consent of the Company, during Corporation or its underwriters. Such restriction (the forty“Market Stand-five (45)-day period (or Off”) shall be in effect for such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from time following the date of the pricing of any final prospectus for the offering as may be requested by the Corporation or such Underwritten Offeringunderwriters, but in no event greater than 180 days (the “Market Stand-Off Period”). Each such Holder agrees to execute a customary lock-up agreement in favor In the event of the Underwriters declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Corporation’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any shares subject to the Market Stand-Off, or into which such effect (shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to any Option Shares delivered to Grantee upon the exercise or vesting of the Option until the end of the applicable stand-off period. The Corporation’s underwriters shall be beneficiaries of this Section 11. This Section 11 shall not apply to shares registered in each case on substantially the same terms public offering under the Securities Act, and conditions as all such Holders)the Grantee shall be subject to this Section 11 only if the directors and officers of the Corporation are subject to similar arrangements.

Market Stand-Off. In connection with any Underwritten Offering Each Class A Preferred Member agrees that, in the event of equity securities a Conversion, the holder of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess such converted shares of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it Textura shall not Transfer offer for sale, sell, make any shares of Common Stock short sale of, loan, grant any option for the purchase of, or other equity otherwise dispose of, any securities of the Company (issued or unissued) other than those registered and included in such offering pursuant to this Agreement)the Public Offering, without whether in a transaction that would require registration under the prior written consent Securities Act or otherwise, until the expiration of a period of time (the “Market Stand-Off Period”) after the effective date of the Company, during registration statement agreed upon by Textura and the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentunderwriter; provided, however, that the Market Stand-Off Period shall not exceed 120 days from the effective date of the registration statement (180 days with respect to an initial public offering of shares by the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten OfferingCompany). Each such Holder holder of converted shares further agrees to execute and deliver a customary lock-up agreement consistent with the foregoing and such other documents as are reasonable and customary in favor connection with an underwritten public offering, including, without limitation, an NASD questionnaire, if requested to do so by Textura or by the underwriters managing the underwritten offering. Notwithstanding any of the Underwriters foregoing, Textura agrees that in the event of a Public Offering, Textura shall give prompt written notice to each Class A Preferred Member of its intention to effect such effect (a Public Offering and if, in consultation with the managing underwriters for the Public Offering, Textura determines to include in such Public Offering shares of Common Stock to be sold by selling stockholders of Textura, then each case Class A Preferred Member shall have the right to participate in such Public Offering as a selling stockholder upon conversion of its Class A Preferred Units into Common Stock in accordance with this Section 14.1, with the amount of the total shares determined by Textura to be allocated to the selling stockholders in the Public Offering allocated among all selling stockholders on substantially a pro rata basis based upon of the same terms number of shares owned by each such selling stockholder relative to the total number of shares owned by all selling stockholders, provided, however, if any Class A Preferred Member wishing to participate in a Public Offering is also a member of Textura’s management, such Class A Preferred Member’s right to participate as a selling stockholder under this Section 14.1(g) shall be limited by, and conditions subject to, such limitations as all such Holders)are imposed on Textura’s management as a group.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) hereby agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companyrepresentatives of the underwriters, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing the final prospectus relating to the Company’s initial public offering and ending on the date specified by the Company and the representatives of the underwriters (such offeringperiod not to exceed one hundred eighty (180) days) (i) offer, except as expressly permitted by such lock-up agreement pledge, sell, contact 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 or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the event economic consequences of ownership of the managing Underwriters Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 5.2 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, securities purchased in the initial public offering or securities purchased in open market transactions. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of this Section 5.2 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Notwithstanding the foregoing, no Holder shall be bound by this Section 5.2 unless all entities owning three percent (3%) or more of the then outstanding common stock of the Company (assuming full conversion of all outstanding equity securities of the Company convertible into such common stock) are bound by this Section 5.2 or are otherwise agree contractually restricted from undertaking any action restricted by written consent; providedthis Section 5.2. In order to enforce the foregoing covenant, however, the Company may impose stop-transfer instructions with respect to the first Underwritten Offering following shares of capital stock of Holder (and the Closingshares or securities of every other person subject to the foregoing restriction) until the end of such period. ANDA Networks, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five Inc. By: Name: Xxxxxxx X. Kenmore (45Print) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date Title: Chairman of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect Board, President or Vice President By: Name: Xxxxxxx X. Kenmore (in each case on substantially the same terms Print) Title: Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary Acknowledged and conditions as all such Holders).Agreed to: Greater Bay Bancorp By: Name: (Print) Title: APPENDIX 1

Market Stand-Off. In Unless subject to a separate lock-up agreement with more restrictive terms, in connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, each Holder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except as expressly permitted for a period of one hundred and eighty (180) days from the effective date of such registration (the “Restricted Period”), and to the extent requested by the underwriter, each Holder shall, at the time of such lock-up offering, execute a separate, additional agreement or in the event the managing Underwriters otherwise agree by written consentreflecting these requirements binding on such Holder that are substantially consistent with this Section 14; provided, however, that if during the last seventeen (17) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 14 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the Restricted Period extend beyond two hundred sixteen (216) days after the effective date of the registration statement. In order to enforce the restriction set forth above or in the in the Securities Purchase Agreement or any other restriction agreed by Holder, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Holder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten end of the applicable stand-off period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this Section 14. Each Holder agrees that prior to the Company’s Initial Public Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 14, provided that this Section 14 shall not apply to transfers pursuant to a Registration Statement. Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS 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. After the Company’s Initial Public Offering and expiration of any lock-up restriction period, upon request of any Holder who is a period holder of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In Holder hereby agrees that, in connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering)IPO, if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement)will not, without the prior written consent of the Companymanaging underwriters, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning commencing on the date of pricing of such offering, except as expressly permitted the final prospectus relating to the IPO and ending on the date specified by such lock-up agreement or in the event Company and the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a underwriters (such period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a one hundred eighty (180) days, which period may be extended upon the request of the managing underwriters, to the extent required by any NASD or FINRA rules, for an additional period of ninety up to 18 days if the Company issues or proposes to issue an earnings or other public release within 18 days of the expiration of the 180-day lockup period), (90i) days from 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, this Warrant or the Shares (collectively, “Securities”) held immediately before the effective date of the pricing 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 Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Securities or other securities, in cash or otherwise; provided that such restrictions shall not apply to the sale of any such Underwritten OfferingSecurities to an underwriter pursuant to an underwriting agreement. Each such The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 4.7 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 a customary lock-up agreement such agreements as may be reasonably requested by the managing underwriters in favor connection with such registration that are consistent with this Section 4.7 or that are necessary to give further effect thereto. The agreements of Holder in this Section 4.7 shall be effective only if officers, directors and holders of more than one percent (1%) of the Underwriters Company’s outstanding Common Stock (after giving effect to such conversion into Common Stock of all outstanding preferred stock of the Company) are subject to similar agreements. Notwithstanding the foregoing provisions of this Section 4.7, the Company agrees that Silicon Valley Bank may effect the one-time transfer of this Warrant to its parent corporation SVB Financial Group described in Section 5.4 below at any time within or outside of the aforementioned 180-day (in each case on substantially the same terms and conditions as all such Holders)or longer) period.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering)The Holders hereby agree that, if and to the extent requested by the Company or the underwriters managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) the IPO of the outstanding Common Stock (and for which Company’s securities, it is customary for such a Holder to agree to a lock-up) agrees that it shall will not Transfer sell or otherwise transfer or dispose of any shares of Common Stock or other equity securities of the Company (other than those permitted to be included in such offering pursuant the registration and other transfers to this Agreement), Affiliates or the Permitted Transferees) without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter time agreed to by underwriters, as the managing Underwriters) beginning on the date of pricing of such offeringcase may be, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of for a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for time specified by the number representative of days such managing Underwriters so advise, the underwriters not to exceed a period of ninety one hundred and eighty (90180) days from the effective date of the registration statement covering such IPO or the pricing date of such offering as may be requested by the underwriters. The foregoing provision of this Section 7.4 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 the Registrable Securities actually sold pursuant to such registration statement, and shall only be applicable to the Holders if all officers, directors and holders of one percent (1%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any officer, director or holder of one percent (1%) or more of the Company’s outstanding share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such Underwritten Offeringrelease and shall itself be simultaneously released to the same proportional extent. Each such Holder agrees The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to a customary lockQualified IPO a market standoff agreement containing substantially similar provisions as those contained in this Section 7.4. Notwithstanding anything provided to the contrary herein, the Company shall procure that the market stand-up off agreement in favor or any other contractual agreement of similar nature with the underwriter not to prohibit or restrict any transfer of the Underwriters Convertible Notes, the Warrants and/or the Registrable Securities by the Investor to such effect (in each case on substantially the same terms and conditions as all such Holders)its Permitted Transferees.

Market Stand-Off. In connection with the initial public offering of the Company’s securities, if any, and upon request of the managing or lead underwriter made to the Company in connection with such offering, each Buyer will agree with the Company and the underwriter not to sell, make any Underwritten Offering short sale of, loan, grant any option for the purchase of, or otherwise dispose of equity any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except for a period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as expressly permitted may be requested by the Company or such lock-up managing underwriters and to execute an agreement or in reflecting requirements binding on such Buyer that are substantially consistent with this Section 4 as may be requested by the event underwriters at the managing Underwriters otherwise agree by written consenttime of the such offering; provided, howeverhowever that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 4 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred sixteen (216) days after the effective date of the registration statement. In order to enforce the restriction set forth above or any other restriction agreed by Buyer, including without limitation any restriction requested by the underwriters of any initial public offering of the securities of the Company agreed by such Buyer, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten Offering following end of the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lockapplicable stand-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions off period. The Company’s underwriters shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date beneficiaries of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement set forth in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders)this Section 4.

Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (55 %) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the ClosingClosing Date, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date of the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

Market Stand-Off. In (a) Notwithstanding any other provisions of this Agreement, each Holder (including any permitted transferee thereof) agrees, if requested by the Company and the managing underwriter of Registrable Securities in connection with any Underwritten Offering underwritten public offering of the Company, not to directly or indirectly lend, pledge, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any equity securities of the Company held by it for (other than a Block Trade or Other Coordinated Offering), if requested by a) one hundred eighty (180) days following the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) effective date of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lockrelevant registration statement filed under the Securities Act or comparable listing document filed under any applicable Non-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included U.S. Securities Laws in such offering pursuant to this Agreement), without the prior written consent of connection with the Company’s initial public offering of Registrable Securities, during the forty-five or (45)-day period (or such shorter time agreed to by the managing Underwritersb) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from following the effective date of the pricing relevant registration statement or comparable listing document in connection with any other public offering of any Registrable Securities, as such Underwritten Offering. Each underwriter shall specify reasonably and in good faith, provided that such Holder agrees to execute a customary lock-lock up agreement in favor is conditional upon all shareholders then holding 1% or more of the Underwriters Company’s shares agreeing to such effect substantially similar restrictions (in each case on substantially Holder to have the same terms unless otherwise agreed by each of the Holders) and conditions also provided that in the event that any such shareholder is released from such lock up wholly or partly (notice of such release to be given by the underwriters and/or the Company to all Holders at least five (5) Business Days in advance) all Holders shall at the time of such release automatically be released to the same extent so that for the avoidance of doubt if 50% of the holding of a shareholder is released 50% of each Holder’s shares are also so released. Notwithstanding the foregoing, if: (x) during the last 17 days of the foregoing 180-day period or 90-day period, as all such Holders)applicable, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 180-day period or 90-day period, as applicable, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the period, then the restrictions described above shall continue to apply until the expiration of an 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Investor shall enter into customary letter agreements to the foregoing effect if so requested by the Company and any managing underwriter.

Market Stand-Off. In connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, each Purchaser hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except as expressly permitted for a period of one hundred and eighty (180) days from the effective date of such registration (the “Restricted Period”), and to the extent requested by the underwriter, each Purchaser shall, at the time of such lock-up offering, execute a separate, additional agreement or in the event the managing Underwriters otherwise agree by written consentreflecting these requirements binding on such Purchaser that are substantially consistent with this Section 14; provided, however, that if during the last seventeen (17) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 14 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the Restricted Period extend beyond two hundred sixteen (216) days after the effective date of the registration statement. In order to enforce the restriction set forth above or in the in the Securities Purchase Agreement or any other restriction agreed by Purchaser, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Purchaser, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten end of the applicable stand-off period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this Section 14. Each Purchaser agrees that prior to the Company’s Initial Public Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 14, provided that this Section 14 shall not apply to transfers pursuant to a Registration Statement. Each Purchaser agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Purchaser issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS 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. After the Company’s Initial Public Offering and expiration of any lock-up restriction period, upon request of any Purchaser who is a period holder of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In connection with any Underwritten the Initial Public Offering of equity the Company’s securities, if any, each Holder hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than a Block Trade however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement)the registration, if any) without the prior written consent of the Company, during the forty-five (45)-day period (managing or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing lead underwriter of such offering, except as expressly permitted for a period of one hundred eighty (180) days from the effective date of such registration (the “Restricted Period”), and to the extent requested by the underwriter, each Holder shall, at the time of such lock-up offering, execute an agreement or in the event the managing Underwriters otherwise agree by written consentreflecting these requirements binding on such Holder that are substantially consistent with this Section 14; provided, however, that if during the last seventeen (17) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 14 shall continue to apply until the end of the third (3rd) trading day following the expiration of the fifteen (15) day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the Restricted Period extend beyond two hundred sixteen (216) days after the effective date of the registration statement. In order to enforce the restriction set forth above or any other restriction agreed by Holder, including without limitation any restriction requested by the underwriters of any Initial Public Offering of the securities of the Company agreed by such Holder, the Company may impose stop-transfer instructions with respect to any security acquired under or subject to this Agreement until the first Underwritten end of the applicable stand-off period. The Company’s underwriters shall be third-party beneficiaries of the agreement set forth in this Section 14. Each Holder agrees that prior to the Company’s Initial Public Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 14, provided that this Section 14 shall not apply to transfers pursuant to a Registration Statement. Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder issued before the Company’s Initial Public Offering (and the shares or securities of every other person subject to the restriction contained in this Section 14): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS 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. After the Company’s Initial Public Offering and expiration of any lock-up restriction period, upon request of any Holder who is a period holder of forty-five (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (90) days from the date record of the pricing shares represented by any stock certificate(s) bearing such legend and the surrender of any such Underwritten Offering. Each certificate(s) in connection with such Holder agrees request, the Company shall cause its transfer agent to execute a customary lock-up agreement in favor of promptly issue replacement certificate(s) not bearing such legend representing the Underwriters to shares represented by such effect (in each case on substantially the same terms and conditions as all such Holderssurrendered stock certificate(s).

Market Stand-Off. In The Investor hereby agrees, in connection with a firm commitment underwritten public offering by Company of shares of its Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended (an “IPO”), and upon request of Company or the underwriters managing such IPO, not to sell, make any Underwritten Offering short sale of, loan, grant any option for the purchase of, or otherwise dispose of equity any securities of the Company (other than a Block Trade Company, however or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company whenever acquired (other than those included in such offering pursuant to this Agreement), the registration) without the prior written consent of the Company, during the forty-five (45)-day period (Company or such shorter time agreed to by underwriters, as the managing Underwriters) beginning on the date of pricing of case may be, for such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent; provided, however, with respect to the first Underwritten Offering following the Closing, if the managing Underwriters, in their reasonable discretion, advise the Company in writing that a lock-up restriction of a period of forty-five time (45) or fewer not to exceed 180 days would have a material adverse impact on (and for such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so adviseadditional period, not to exceed a period 18 days, after the expiration of ninety (90the 180-day period, as the underwriters shall request in order to facilitate compliance with FINRA Rule 2711)) days from the effective date of the pricing of any such Underwritten Offering. Each registration as may be requested by Company or such Holder agrees managing underwriters and to execute a customary lock-up an agreement in favor reflecting the foregoing as may be requested by the underwriters at the time of the Underwriters IPO. Investor agrees that Company may instruct its transfer agent to such effect place stop-transfer notations in its records to enforce the provisions of this Section 13. (in each case signature page follows) The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on substantially the same terms date first written above. INVESTOR (Print name of the investor) (Signature) (Name and conditions as all such Holders).title of signatory, if applicable) (Street address) (City, state and ZIP) EXHIBIT B ASSIGNMENT FORM ASSIGNOR: COMPANY: DOCUSIGN, INC. WARRANT: THE WARRANT TO PURCHASE SHARES OF COMMON STOCK ISSUED ON JANUARY 23, 2011 (THE “WARRANT”) DATE: ________________________________

Market Stand-Off. In connection with any Underwritten Offering The Registered Holder hereby agrees that, during the period of equity securities of duration specified by the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is and an executive officer, director or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares underwriter of Common Stock or other equity securities of the Company, following the effective date of the registration statement of the Company filed under the Act in connection with an initial public offering of the Company’s securities, it shall not, to the extent requested by the Company or 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 the Company (other than those during such period except Common Stock included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the forty-five (45)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consentregistration; provided, however, with respect that such market stand-off time period shall not exceed one hundred eighty (180) days except that such period may be extended upon the request of the managing underwriter, to the first Underwritten Offering following extent required by any rules of the ClosingFinancial Industry Regulatory Authority (or any successor agency or organization), if the managing Underwriters, in their reasonable discretion, advise Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the Company in writing that a lockexpiration of the 180-up restriction of a day lockup period for an additional period of forty-five up to fifteen (45) or fewer days would have a material adverse impact on such Underwritten Offering, then such lock-up restrictions shall be for the number of days such managing Underwriters so advise, not to exceed a period of ninety (9015) days from the date of such earnings or other public release. The Registered Holder hereby agrees that it will enter into the pricing of any such Underwritten Offering. Each such Holder agrees to execute a customary underwriter’s standard lock-up agreement containing restrictions similar to those set forth in favor this Section 7. In addition, in order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the Company securities held by the Registered Holder until the end of such period. The Registered Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Warrant Stock: 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 A WARRANT 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. Notwithstanding the Underwriters foregoing, the obligations described in this Section 7 shall not apply to such effect (a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in each case on substantially the same terms and conditions as all such Holders)future, or a registration relating solely to an SEC Rule 145 transaction.