Common use of Market Stand-Off Clause in Contracts

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offering, the Employee 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its underwriters. Such restriction (the "Market Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. 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 the Company'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 Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary initial public offering, the Employee Optionee 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 foregoing transactions with respect to, any Purchased Shares acquired under this Agreement without the prior written consent of the Company or its underwriters. Such restriction (the "Market Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the date of the Company'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 the Company'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 Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares acquired under this Agreement until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2Subsection (b). This Section 3.4.2 Subsection (b) shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee Optionee shall be subject to this Section 3.4.2 Subsection (b) only if all directors, officers, holders of at least 25% of the outstanding stock directors and officers of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offering, the Employee Founder 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its underwriters. Such restriction (the "Market Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. 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 the Company'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 Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.25.2. This Section 3.4.2 5.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee Founder shall be subject to this Section 3.4.2 5.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 5.2 shall expressly survive a termination of this ScheduleAgreement pursuant to Section 6.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary ’s initial public offering, the Employee Optionee or a Transferee 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 foregoing transactions with respect to, any Purchased Shares acquired under this Agreement without the prior written consent of the Company or its underwriters. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the date of the Company’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 the Company's ’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 Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares acquired under this Agreement until the end of the applicable stand-off period. The Company's ’s underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.27. This Section 3.4.2 7 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee Optionee or a Transferee shall be subject to this Section 3.4.2 7 only if all directors, officers, holders of at least 25% of the outstanding stock directors and officers of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's ’s initial/primary public offering, the Employee 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its underwriters. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. 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 the Company's ’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 Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off standoff period. The Company's ’s underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, and holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities ActHolder hereby agrees that it will not, including the Company's initial/primary public offering, the Employee 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its underwriters. Such restriction (managing underwriter, during the "Market Stand-Off") shall be in effect for such period of time following commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares held immediately prior to the effectiveness of the registration statement for such offering, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the offering economic consequences of ownership of the Shares, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of the Shares or other securities, in cash or otherwise. The foregoing provisions of this Section 4.7 shall apply only to the Company’s IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall not apply unless all directors and officers of the Company, and all holders of one percent (1%) or more of the Company’s outstanding common stock determined on a fully- diluted, as-exercised, as-converted basis, are then bound by substantially similar written agreements with the Company and/or the underwriters in connection with the Company’s IPO. The underwriters in connection with the Company’s 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 such agreements as may be reasonably requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment underwriters in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted ’s IPO that are consistent with this Section 4.7 or additional securities which that are by reason of such transaction distributed with respect necessary to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Offgive further effect thereto. In order to enforce the Market Stand-Offforegoing covenant, the Company may impose stop-transfer instructions with respect to the Purchased Shares (and the shares or securities of every other person subject to the foregoing restriction) until the end of the applicable stand-off such period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities ActHolder hereby agrees that it will not, including the Company's initial/primary public offering, the Employee 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its underwriters. Such restriction (managing underwriter, during the "Market Stand-Off") shall be in effect for such period of time following commencing on the date of the final prospectus for relating to the offering as may be requested IPO and ending on the date specified by the Company or such underwriters. In no event, however, shall and the managing underwriter (such period not to exceed 180 one hundred eighty (180) days. In ) 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 by the event Company within fifteen (15) days before or after the date that is one hundred eighty (180) days after the effective date of the declaration registration statement relating to such offering, but in any event not to exceed two hundred ten (210) days following the effective date of a stock dividendthe registration statement relating to such offering, a spin-off(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, a stock splitright, an adjustment in conversion ratioor warrant to purchase; or otherwise transfer or dispose of, a recapitalization directly or a similar transaction affecting the Company's outstanding securities without receipt of considerationindirectly, any newshares 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, substituted in whole or additional securities which are by reason in part, any of the economic consequences of ownership of the common stock, whether any such transaction distributed with respect described in clause (i) or (ii) above is to any Shares subject be settled by delivery of common stock or other securities, in cash, or otherwise. The foregoing provisions of this Article 4.6 shall apply only to the Market Stand-OffIPO, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Actsale of any shares to an underwriter pursuant to an underwriting agreement, and the Employee shall be subject applicable to this Section 3.4.2 the Holder only if all Company officers, directors, officers, holders of at least 25% and stockholders individually owning one percent (1%) or more of the outstanding Company’s common stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedulethe same restrictions.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's ’s initial/primary public offering, the Employee 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its underwriters. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. 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 the Company's ’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 Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's ’s underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten the initial public offering by of the Company’s securities and upon request of the Company or the underwriters managing such initial public offering of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offering’s securities, the Employee shall Holder agrees not directly or indirectly to 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 securities of the foregoing transactions with respect toCompany, any Purchased Shares however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or its such underwriters. Such restriction (, as the "Market Stand-Off") shall be in effect case may be, for such period of time following the date of the final prospectus for the offering time, not to exceed 180 days (or such other period not to exceed an additional 18 days as may be requested by the Company or such underwriters. In no eventmanaging underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, howeverincluding, shall such period exceed 180 days. In but not limited to, the event of restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), from the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason effective date of such transaction distributed with respect to any Shares registration as may be requested by the Company or such managing underwriters (provided that all directors, officers, and two percent (2%) or greater stockholders are subject to the Market Stand-Offsame restrictions) and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. The obligations described in this Section shall apply only if all officers and directors of the Company and all two percent security holders enter into similar agreements, and shall not apply to a registration relating solely to employee benefit plans, or into which such Shares thereby become convertible, shall immediately be subject to a registration relating solely to a transaction pursuant to Rule 145 under the Market Stand-OffSecurities Act. In order to enforce the Market Stand-Off, the The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(f) with respect to the Purchased Shares shares of common stock (or other securities) subject to the foregoing restriction until the end of the applicable stand-off such one hundred eighty (180) day (or other) period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten the initial public offering by of the Company’s securities and upon request of the Company or the underwriters managing such initial public offering of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offering’s securities, the Employee shall Investor agrees not directly or indirectly to 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 securities of the foregoing transactions with respect toCompany, any Purchased Shares however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or its such underwriters. Such restriction (, as the "Market Stand-Off") shall be in effect case may be, for such period of time following the date of the final prospectus for the offering time, not to exceed 180 days (or such other period not to exceed an additional 18 days as may be requested by the Company or such underwriters. In no eventmanaging underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, howeverincluding, shall such period exceed 180 days. In but not limited to, the event of restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), from the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason effective date of such transaction distributed with respect to any Shares registration as may be requested by the Company or such managing underwriters (provided that all directors, officers, and two percent (2%) or greater stockholders are subject to the Market Stand-Offsame restrictions) and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering . The obligations described in this Section shall apply only if all officers and directors of the Company and all two percent security holders enter into similar agreements, and shall not apply to a registration relating solely to employee benefit plans, or into which such Shares thereby become convertible, shall immediately be subject to a registration relating solely to a transaction pursuant to Rule 145 under the Market Stand-OffSecurities Act. In order to enforce the Market Stand-Off, the The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(f) of the Warrant with respect to the Purchased Shares shares of common stock (or other securities) subject to the foregoing restriction until the end of the applicable stand-off such one hundred eighty (180) day (or other) period. The Company's underwriters shall be beneficiaries Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on the date first written above. INVESTOR (Print name of the agreement set forth in this Section 3.4.2investor) (Signature) (Name and title of signatory, if applicable) (Street address) (City, state and ZIP) EXHIBIT B ASSIGNMENT FORM ASSIGNOR: COMPANY: NANOSTRING TECHNOLOGIES, INC. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.WARRANT: THE WARRANT TO PURCHASE SHARES OF SERIES D PREFERRED STOCK ISSUED ON [ ] (THE “WARRANT”) DATE:

Market Stand-Off. In connection with No Company Member who receives Parent Shares, subject to any underwritten public offering by early release provisions that apply pro rata to shareholders of Parent according to their holdings of the Company Parent Common Stock (determined on an as-converted into common stock basis), shall, for a period of its equity securities pursuant one hundred eighty (180) days (plus up to an additional thirty five (35) days to the extent reasonably requested by Parent or such underwriter(s) to accommodate regulatory restrictions on the publication or other distribution of research reports or earnings releases by Parent, including stock exchange rules) following the effective date of the registration statement filed with the SEC relating to the initial firm commitment underwritten sale of Parent Common Stock to the public under the Securities ActAct (the “IPO”), including the Company's initial/primary public offering, the Employee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offeroffer to sell, 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 any Parent Shares or securities convertible into shares of Parent Common Stock, except for: (i) transfers of shares permitted under, and effected in accordance with, Parent’s Amended and Restated Bylaws so long as such transferee furnishes to Parent and, if requested, the managing underwriter their written consent to be bound by this Section 7.3 as a condition precedent to such transfer; and (ii) sales of any securities to be included in the registration statement for the IPO. For the avoidance of doubt, the provisions of this Section 7.3 shall only apply to the IPO. Each Company Member who receives Parent Shares shall enter a standard underwriter lock-up agreement in connection with the IPO, and it shall be a condition to any transfer or assignment of any such shares that each such transferee or assignee agree to engage in any enter into such a lock-up agreement. For the avoidance of doubt, the foregoing transactions with respect to, any Purchased Shares without the prior written consent provisions of the Company or its underwriters. Such restriction (the "Market Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. 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 the Company'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 Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders any registration of at least 25% of the outstanding stock securities of the Company (a) under an employee benefit plan or (b) in a merger, consolidation, business combination or similar transaction. The underwriters in connection with the IPO are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination intended third party beneficiaries of this ScheduleSection 7.3 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offering’s Initial Public Offering, the Employee Holder 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 foregoing transactions with respect to, any Purchased Shares acquired under this Option Agreement without the prior written consent of the Company or its underwriters. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 one hundred and eighty (180) days. 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 the Company's ’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 Shares thereby become convertible, shall immediately be subject to the such Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares acquired under this Option Agreement until the end of the applicable stand-off period. The Company's Company and its underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.213. This Section 3.4.2 13 shall not apply to Shares registered in the public/primary a public offering under the Securities Act, and the Employee Optionee shall be subject to this Section 3.4.2 13 only if all directors, officers, holders of at least 25% of the outstanding stock directors and officers of the Company are subject to similar arrangements. This Section 3.4.2 “Initial Public Offering” shall expressly survive mean a termination firm commitment underwritten public offering of this ScheduleShares or other event the result of which is that Shares are tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ National Market or similar public market system.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities ActAct of 1933, including the Company's initial/primary ’s first public offering, the Employee 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 foregoing transactions with respect to, any Purchased Shares equity securities of the Company without the prior written consent of the Company or its underwriters, if any. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters, if any. In no event, however, shall such period exceed 180 daysthe shortest such period required of any stockholder holding five percent (5%) or more of the Company’s common stock on the date hereof. The Market Stand-Off shall in any event terminate two (2) years after the date of the Company’s first public offering following the date hereof. 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 the Company's ’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 equity securities of the Company subject to the Market Stand-Off, or into which such Shares equity securities of the Company thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares equity securities of the Company until the end of the applicable stand-off period. The Company's underwriters ’s underwriters, if any, shall be beneficiaries of the agreement set forth in this Section 3.4.2. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this ScheduleSubsection (c).

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary ’s initial public offering, the Employee each Investor or a transferee thereof, shall not not, directly or indirectly 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 foregoing transactions with respect to, any Purchased Shares Securities without the prior written consent of the Company or its underwritersmanaging underwriter. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwritersunderwriter. In no event, however, shall such period exceed 180 daysone hundred eighty (180) days plus such additional period as may reasonably be requested by the Company 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) and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. In the event of the declaration of a stock dividend, a spin-spin off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's ’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 Securities subject to the Market Stand-Off, or into which such Shares Securities thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's ’s underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.25.3. This Section 3.4.2 5.3 shall not apply to Shares securities registered in the public/primary public offering under the Act or to any securities issued by the Company that are purchased by Investors on the open market. All certificates evidencing the Securities Act, (and any securities issued in substitution thereof or in respect thereof) shall bear such restrictive legends as the Company and the Employee shall be subject Company’s counsel deem necessary or advisable under applicable law or pursuant to this Section 3.4.2 only if all directorsAgreement, officersincluding, holders of at least 25% of without limitation, the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedulefollowing: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO THE MARKET STANDOFF PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL PURCHASER OF SUCH SECURITIES, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

Market Stand-Off. In connection with any underwritten public offering by (a) The Participant agrees that the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offering, the Employee Participant 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 foregoing transactions with respect to, any Purchased Shares without acquired under the prior written consent of Option Agreement for a period specified by the Company or its underwriters. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time commencing on and following the effective date of the final prospectus for the offering first Qualified Public Offering as may be requested by the Company or such its underwriters. In no event, however, shall such the Market Stand-Off period exceed 180 daysdays following the effective date of the first Qualified Public Offering. In the event of the declaration of a stock share dividend, a spin-off, a stock share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's ’s outstanding securities without receipt of consideration, any new, substituted or additional securities which that are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares acquired under this Option Agreement until the end of the applicable standMarket Stand-off Off period. The Company's ’s underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.24, and the Participant agrees that any transferee of any Participant shall be bound by the provisions of this Section 4. This Section 3.4.2 4 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedulefirst Qualified Public Offering.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary ’s initial public offering, the Employee Optionee or a Transferee 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 foregoing transactions with respect to, any Purchased Shares acquired under this Agreement without the prior written consent of the Company or its underwritersmanaging underwriter. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwritersunderwriter. In no event, however, shall such period exceed 180 daysdays plus such additional period as may reasonably be requested by the Company 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 the Company’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 the Company's ’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 Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares acquired under this Agreement until the end of the applicable stand-off period. The Company's ’s underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2Subsection (b). This Section 3.4.2 Subsection (b) shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In (a) The Grantee hereby agrees that in connection with any underwritten public offering by the Company Corporation of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), including the Company's initial/primary public offeringCorporation’s IPO, the Employee 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 foregoing transactions with respect to, any Purchased Option Shares delivered to Grantee upon the exercise of the Option without the prior written consent of the Company Corporation or its underwriters. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company Corporation or such underwriters. In , but in no event, however, shall such period exceed event greater than 180 daysdays (the “Market Stand-Off Period”). 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 the Company's 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 shares subject to the Market Stand-Off, or into which such Shares shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company Corporation may impose stop-transfer instructions with respect to any Option Shares delivered to Grantee upon the Purchased Shares exercise or vesting of the Option until the end of the applicable stand-off period. The Company's Corporation’s underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.211. This Section 3.4.2 11 shall not apply to Shares shares registered in the public/primary public offering under the Securities Act, and the Employee Grantee shall be subject to this Section 3.4.2 11 only if all directors, officers, holders of at least 25% the directors and officers of the outstanding stock of the Company Corporation are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities ActAgreement. Each Holder hereby agrees that it will not, including the Company's initial/primary public offering, the Employee 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its underwriters. Such restriction (managing underwriter, during the "Market Stand-Off") shall be in effect for such period of time following commencing on the date of the final prospectus for relating to the Company's Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred twenty (120) 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 Registrable Securities, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Registrable Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall apply only to the Company's initial public offering as may of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be requested applicable to the Holders if all officers and directors and greater than one percent (1%) shareholders of the Company enter into similar agreements. Notwithstanding the foregoing, any discretionary waiver or termination of the restrictions of any such agreements by the Company or such underwriters. In no event, however, shall such period exceed 180 days. In the event representatives of the declaration underwriters shall apply to all persons subject to such agreements pro rata based on the number of a stock dividend, a spin-off, a stock split, an adjustment shares subject to such agreements. The Company shall use its best efforts in conversion ratio, a recapitalization or a similar transaction affecting its negotiations with the lead underwriter in the Company's outstanding securities without receipt Initial Offering to limit the market stand-off period for all shareholders of considerationthe Company to not more than one hundred twenty (120) days. The underwriters in connection with the Company's Initial Offering are intended third party beneficiaries of this Section 1.13 and shall have the right, any new, substituted or additional securities which are by reason of such transaction distributed with respect power and authority to any Shares subject to enforce the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Offprovisions hereof as though they were a party hereto. In order to enforce the Market Stand-Offforegoing covenant, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end Registrable Securities of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, each Holder (and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.shares

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offering, the Employee (a) The Grantee agrees that he or she shall not directly or indirectly (i) lend; offer; pledge; sell, make any short sale of, loan, hypothecate, pledge, offer, grant or ; contract to sell; sell any option or other contract for the purchase of, to purchase; purchase any option or other contract for the sale to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or otherwise dispose indirectly, any shares of Stock or transferany securities convertible into or exercisable or exchangeable (directly or indirectly) for shares of Stock (whether such shares or any such securities are then owned by the holder or are thereafter acquired), or agree (ii) enter into any swap or other arrangement that transfers to engage another, in whole or in part, any of the foregoing transactions with respect toeconomic consequences of ownership of such securities, whether any Purchased Shares without the prior written consent such transaction described in clause (i) or (ii) above is to be settled by delivery of the Company shares of Stock or its underwritersother securities, in cash, or otherwise. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time commencing on and following the date of the final prospectus for the offering any Qualifying Public Offering as may be requested by the Company or such its underwriters. In no event, however, shall such the Market Stand-Off period exceed 180 daysdays or such other period as 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, following such Qualifying Public Offering. In the event of the declaration of a stock share dividend, a spin-off, a stock share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's ’s outstanding securities without receipt of consideration, any new, substituted or additional securities which that are by reason of such transaction distributed with respect to any Shares shares of Stock subject to the Market Stand-Off, or into which such Shares shares of Stock thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares shares of Stock acquired under this Award Agreement until the end of the applicable standMarket Stand-off Off period. The Company's ’s underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.27, and the Grantee agrees that any transferee of the Grantee shall be bound by the provisions of this Section 7. This Section 3.4.2 7 shall not apply to Shares shares of Stock registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this ScheduleQualifying Public Offering.

Market Stand-Off. In connection with any underwritten public offering by the Company IMC of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), including the Company's initial/primary IMC’s initial public offering, the Employee Buyer 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 foregoing transactions with respect to, any Purchased Shares purchased pursuant to this Agreement, without the prior written consent of the Company IMC or its underwriters. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company IMC or such underwriters. In no event, however, shall such period exceed 180 daysone year. The Market Stand-Off shall in any event terminate two years after the date of IMC’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 the Company's IMC’s outstanding securities without receipt of consideration, any new, substituted or additional securities which that are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company IMC may impose stop-transfer instructions with respect Shares purchase pursuant to the Purchased Shares this Agreement until the end of the applicable stand-off period. The Company's IMC’s underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.24. This Section 3.4.2 4 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee Buyer shall be subject to this Section 3.4.2 4 only if all directors, officers, holders the directors and officers of at least 25% of the outstanding stock of the Company IMC are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities ActEach Management Stockholder hereby agrees that it will not, including the Company's initial/primary public offering, the Employee 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its underwriters. Such restriction (managing underwriter, during the "Market Stand-Off") shall be in effect for such period of time following commencing on the date of the final prospectus for relating to the offering as may be requested Company’s IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed l80 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 (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), 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 underwritersother securities, in cash or otherwise. In no eventThe foregoing provisions of this Section shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, however, and shall such period exceed 180 days. In only be applicable to the event Management Stockholders if all officers and directors of the declaration of a stock dividend, a spin-off, a stock split, an adjustment Company enter into similar agreements. The underwriters in conversion ratio, a recapitalization or a similar transaction affecting connection with the Company's outstanding securities without receipt ’s public offering are intended third party beneficiaries of considerationthis Section 3.9 and shall have the right, any new, substituted or additional securities which are by reason of such transaction distributed with respect power and authority to any Shares subject to enforce the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Offprovisions hereof as though they were a party hereto. In order to enforce the Market Stand-Offforegoing covenant, the Company may impose stop-transfer instructions with respect to the Purchased Shares Registrable Securities of each Management Stockholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of the applicable stand-off such period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities ActAgreement. Each Holder hereby agrees that it will not, including the Company's initial/primary public offering, the Employee 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its underwriters. Such restriction (managing underwriter, during the "Market Stand-Off") shall be in effect for such period of time following commencing on the date of the final prospectus for relating to the offering as may be requested Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) days) (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 (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), 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 underwritersother securities, in cash or otherwise. In no eventAs to each Holder, however, the foregoing provisions of this Section 1.13 shall such period exceed 180 days. 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 apply only to the Company's outstanding securities without receipt Initial Offering, shall not apply to the sale of considerationany shares to an underwriter pursuant to an underwriting agreement, any new, substituted 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 or additional securities which are by reason of such transaction distributed with respect to any Shares subject to similar agreements. The underwriters in connection with the Market Stand-OffCompany's Initial Offering are intended third party beneficiaries of this Section 1.13 and shall have the right, or into which such Shares thereby become convertible, shall immediately be subject power and authority to enforce the Market Stand-Offprovisions hereof as though they were a party hereto. In order to enforce the Market Stand-Offforegoing covenant, the Company may impose stop-transfer instructions with respect to the Purchased Shares Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of the applicable stand-off such period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary initial public offering, the Employee Purchaser 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its underwriters. Such restriction (the "Market Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. 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 the Company'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 Purchased Shares subject to the Market Stand-Off, or into which such Purchased Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2Subsection (c). This Section 3.4.2 Subsection (c) shall not apply to Purchased Shares registered in the public/primary public offering under the Securities Act, and the Employee Purchaser shall be subject to this Section 3.4.2 Subsection (c) only if all directors, officers, holders of at least 25% of the outstanding stock directors and officers of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public ---------------- offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities 1933 Act, including the Company's initial/primary initial public offering, the Employee Optionee 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 foregoing transactions with respect to, the Warrant or any Purchased Shares acquired (directly or by exercise of the Warrant) under this Agreement without the prior written consent of the Company or its underwriters. Such restriction (the "Market Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. In the event of the declaration of a stock dividend, a spin-spin- off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company'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 Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Warrant or Shares acquired (directly or by exercise of the Warrant) under this Agreement until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.26(b). This Section 3.4.2 6(b) shall not apply to Shares registered in the public/primary public offering under the Securities 1933 Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities ActAct of 1933, as amended, including the Company's initial/primary ’s initial public offering, the Employee Purchaser or a Transferee 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its underwritersmanaging underwriter. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwritersunderwriter. In no event, however, shall such period exceed 180 daysdays plus such additional period as may reasonably be requested by the Company 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 the FINRA Rule of Conduct or 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 the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-spin off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's ’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 Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's ’s underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.23(h). This Section 3.4.2 3(h) shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offering, the Employee 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its underwriters. Such restriction (the "Market Stand-Off") shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. 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 the Company'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 Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off standoff period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.2. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, and holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public offering ---------------- by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offeringXxxxxxx shall not, the Employee 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company's managing underwriter, (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 of the Company ("Stock") or its underwritersany securities convertible into or exercisable ----- or exchangeable for Stock (whether such shares or any such securities are then owned by Xxxxxxx or are thereafter acquired), 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 Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise. Such restriction (the "Market ------ Stand-Off") shall be in effect for such period of time following the date of the --------- final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 ninety (90) days. 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 the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which that are by reason of such transaction distributed with respect to any Shares shares of Stock subject to the Market Stand-Off, or into which such Shares shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares Stock until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement Agreement set forth in this Section 3.4.24.1. This Section 3.4.2 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee Xxxxxxx shall be subject to this Section 3.4.2 Subsection 4.1 only if all of the directors, officers, holders of at least 25% of the outstanding stock officers and any five percent (5%) or greater shareholders of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedule.

Market Stand-Off. In connection with any underwritten public offering Each of the Controlling Shareholder, the Investors and other Shareholders hereby agrees that, if and to the extent requested by the Company or the underwriters managing the initial public offering of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offering’s securities, the Employee shall it will not (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 sellindirectly, any securities of the Company (other than those permitted to be included in the registration and other transfers to Affiliates (which shall be subject to the same market stand-off provisions as the Investor/Shareholder transferor) permitted by law), 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 (including to make any short sale of, loanor enter into any hedging or similar transaction with the same economic effect as a sale), 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Company or its such underwriters. Such restriction (, as the "Market Stand-Off") shall be in effect case may be, for such a period of time following specified by the representative of the underwriters not to exceed one hundred and eighty (180) days from the effective date of the final prospectus for 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 3.13 applies only to the IPO, 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 five percent (5%) or more of the Company’s outstanding share capital enter into similar agreements, and if the Company or such underwriters. In no eventany underwriter releases any officer, however, shall such period exceed 180 days. In the event director or holder of five percent (5%) or more of the declaration Company’s outstanding share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent (other than the release of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization any officer or a similar transaction affecting director for bona fide tax or estate planning purposes). The Company shall require all future acquirers of the Company's ’s securities holding at least five percent (5%) of the then outstanding securities without receipt share capital of considerationthe Company to execute prior to a Qualified IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 3.13. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 3.13 and shall have the right, 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 Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order power and authority to enforce the Market Stand-Off, provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the Company may impose stop-transfer instructions underwriters in connection with respect to the Purchased Shares until the end of the applicable stand-off period. The Company's underwriters shall be beneficiaries of the agreement set forth in such registration that are consistent with this Section 3.4.2. This Section 3.4.2 shall not apply 3.13 or that are necessary to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Schedulegive further effect thereto.

Market Stand-Off. In connection with Each shareholder of the Company agrees that, so long as it holds any underwritten public offering voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offering’s securities, the Employee shall it will not directly or indirectly sell(i) lend, make any short sale ofoffer, loanpledge, hypothecate, pledgehedge, offersell, contract to sell, grant any option, right or sell any option or other contract for the purchase of, purchase any option or other contract for the sale ofwarrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities of or transferthe Company acquired and held by such Holder immediately prior to the effectiveness of the registration statement (other than those permitted to be included in the registration and other transfers to Affiliates permitted by law), or agree (ii) enter into any swap or other arrangement that transfers to engage another, in whole or in part, any of the foregoing transactions with respect toeconomic consequences of ownership of such equity securities, any Purchased Shares without the prior written consent of the Company or its such underwriters. Such restriction (, as the "Market Stand-Off") shall be in effect case may be, for such a period of time following specified by the representative of the underwriters not to exceed one hundred and eighty (180) days from the effective date of the final prospectus for registration statement covering such initial public offering or the pricing date of such offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. In The Company and other shareholders will take all steps consistent with requirements of law to minimize the market stand-off of the Preferred Holder’s Preferred Share (or Ordinary Shares upon conversion of the Preferred Shares) 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 the Company'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 Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares until the end of the applicable stand-off periodlisting. The Company's underwriters shall be beneficiaries foregoing provision of the agreement set forth in this Section 3.4.2. This Section 3.4.2 11 shall not apply to Shares registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders sale of at least 25% of the outstanding stock any securities of the Company are subject 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%) (calculated on an as-converted to Ordinary Share basis) or more of the Company’s outstanding share capital enter into similar arrangementsagreements, and if the Company or any underwriter releases any officer, director or holder of one percent (1%) (calculated on an as-converted to Ordinary Share basis) 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 release and shall itself be simultaneously released to the same proportional extent. This The Company shall require all future acquirers of the Company’s securities holding at least one percent (1%) (calculated on an as-converted to Ordinary Share basis) of the then outstanding share capital of the Company to execute prior to a Qualified IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 3.4.2 shall expressly survive a termination of this Schedule11.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offering’s Initial Public Offering, the Employee Holder 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 foregoing transactions with respect to, any Purchased Shares acquired under this Option Agreement without the prior written consent of the Company or its underwriters. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 one hundred and eighty (180) days. 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 the Company's ’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 Shares thereby become convertible, shall immediately be subject to the such Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares acquired under this Option Agreement until the end of the applicable stand-off period. The Company's Company and its underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.211. This Section 3.4.2 11 shall not apply to Shares registered in the public/primary a public offering under the Securities Act, and the Employee Optionee shall be subject to this Section 3.4.2 11 only if all directors, officers, holders of at least 25% of the outstanding stock directors and officers of the Company are subject to similar arrangements. This Section 3.4.2 “Initial Public Offering” shall expressly survive mean a termination firm commitment underwritten public offering of this Schedule.Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ National Market or similar public market system. Notwithstanding the foregoing, the restrictions of the Market Standoff provided herein shall be no greater than the restrictions imposed upon the Shares owned by XXXX or any affiliate (as such term is defined in the Shareholders Agreement) of XXXX. Senior Management Stock Option Award Agreement (Substituted Option) Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan

Market Stand-Off. In connection with any Agreement. Each Preferred Stockholder and Warrantholder, if requested by the Company and the managing underwriter of an underwritten public offering by the Company of its equity Common Stock, shall not sell or otherwise transfer or dispose of any Registrable Shares or other securities pursuant to of the Company (excluding securities acquired in the Initial Public Offering or in the public market after such offering) held by such Preferred Stockholder and Warrantholder for a period specified by the managing underwriter of an underwritten public offering by the Company, which period shall not exceed 180 days following the effective registration statement date of a Registration Statement of the Company filed under the Securities Act; provided that, including (a) such agreement shall only apply to the Initial Public Offering of the Company's initial/primary public offering, the Employee (b) such agreement shall not directly or indirectly sell, make apply to any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for Registrable Securities included in 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 foregoing transactions with respect to, any Purchased Shares without the prior written consent Initial Public Offering of the Company or its underwriters. Such restriction pursuant to the terms hereof and (the "Market Stand-Off"c) shall be in effect for such period of time following the date all stockholders of the final prospectus for Company then holding at least 1% of the offering outstanding shares of Common Stock (on an as-converted basis) and all officers and directors of the Company enter into similar agreements. Any discretionary waiver or termination of the restrictions of such agreements (including this Agreement) by the Company or the managing underwriter shall apply to all persons subject to such agreements on a pro rata basis, based upon the number of shares held by such persons. Each Preferred Stockholder and Warrantholder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. In and/or 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 the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities managing underwriter(s) which are by reason of such transaction distributed consistent with respect the foregoing or which are necessary to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Offgive further effect thereto. In order to enforce the Market Stand-Offforegoing covenant, the Company may impose stop-transfer instructions with respect to such Capital Stock subject to the Purchased Shares foregoing restriction until the end of the applicable standsuch lock-off up period. The underwriters of any class of the Company's underwriters shall be capital stock are intended third party beneficiaries of the agreement set forth in this Section 3.4.2. This Section 3.4.2 2.9 and shall not apply have the right, power and authority to Shares registered in enforce the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this Scheduleprovisions hereof as though they were parties hereto.

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offering’s Initial Public Offering, the Employee Holder 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 foregoing transactions with respect to, any Purchased Shares acquired under this Option Agreement without the prior written consent of the Company or its underwriters. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 one hundred and eighty (180) days. 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 the Company's ’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 Shares thereby become convertible, shall immediately be subject to the such Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares acquired under this Option Agreement until the end of the applicable stand-off period. The Company's Company and its underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.213. This Section 3.4.2 13 shall not apply to Shares registered in the public/primary a public offering under the Securities Act, and the Employee Optionee shall be subject to this Section 3.4.2 13 only if all directors, officers, holders of at least 25% of the outstanding stock directors and officers of the Company are subject to similar arrangements. This Section 3.4.2 “Initial Public Offering” shall expressly survive mean a termination firm commitment underwritten public offering of this Schedule.Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ National Market or similar public market system. Annual Stock Option Award Agreement (Substituted Option) Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan

Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial/primary public offering, the Employee (a) The Grantee agrees that he or she shall not directly or indirectly (i) lend; offer; pledge; sell, make any short sale of, loan, hypothecate, pledge, offer, grant or ; contract to sell; sell any option or other contract for the purchase of, to purchase; purchase any option or other contract for the sale to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or otherwise dispose indirectly, any shares of Stock or transferany securities convertible into or exercisable or exchangeable (directly or indirectly) for shares of Stock (whether such shares or any such securities are then owned by the holder or are thereafter acquired), or agree (ii) enter into any swap or other arrangement that transfers to engage another, in whole or in part, any of the foregoing transactions with respect toeconomic consequences of ownership of such securities, whether any Purchased Shares without the prior written consent such transaction described in clause (i) or (ii) above is to be settled by delivery of the Company shares of Stock or its underwritersother securities, in cash, or otherwise. Such restriction (the "“Market Stand-Off"”) shall be in effect for such period of time commencing on and following the date of the final prospectus for the offering any Qualifying Public Offering as may be requested by the Company or such its underwriters. In no event, however, shall such the Market Stand-Off period exceed 180 daysdays or such other period as 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, following such Qualifying Public Offering. In the event of the declaration of a stock share dividend, a spin-off, a stock share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which that are by reason of such transaction distributed with respect to any Shares shares of Stock subject to the Market Stand-Off, or into which such Shares shares of Stock thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Purchased Shares shares of Stock acquired under this Award Agreement until the end of the applicable standMarket Stand-off Off period. The Company's underwriters shall be beneficiaries of the agreement set forth in this Section 3.4.27, and the Grantee agrees that any transferee of the Grantee shall be bound by the provisions of this Section 7. This Section 3.4.2 7 shall not apply to Shares shares of Stock registered in the public/primary public offering under the Securities Act, and the Employee shall be subject to this Section 3.4.2 only if all directors, officers, holders of at least 25% of the outstanding stock of the Company are subject to similar arrangements. This Section 3.4.2 shall expressly survive a termination of this ScheduleQualifying Public Offering.