Common use of Lock-Up Agreement Clause in Contracts

Lock-Up Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period 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, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (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 (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

Lock-Up Agreement. Each Holder hereby DARA agrees that, at the request of the underwriter(s) of SVI’s IPO and provided such IPO is completed on or before June 30, 2010, DARA will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section 8.2 (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, DARA will agree that it will shall not, without the prior written consent of the managing underwriter, during the period commencing beginning on the date of the final prospectus relating for the delivery of shares of Common Stock pursuant to the IPO and ending on the date specified by the Company and the managing underwriter either (such period not to exceed i) one hundred eighty (180) daysdays thereafter, which period may be extended upon or (ii) if any SVI director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the request date of the managing underwriter, prospectus for the delivery of shares of Common Stock pursuant to the extent required by any FINRA rulesIPO, for an additional period of up such earlier date: (a) offer, pledge, sell, announce the intention to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodsell, (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, right or warrant to purchase; , lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable Derivative Securities; (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (iib) enter into any swap or other arrangement that transfers to anotheranother Person, in whole or in part, any of the economic consequences of ownership of such securitiesshares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any Derivative Securities; in any case, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only In addition, upon the Closing and prior to the IPOearlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) June 30, 2010, DARA agrees that it shall not apply to the sale transfer or dispose of any shares to an underwriter of Common Stock or any Derivative Securities (other than pursuant to an underwriting agreementthis Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section 8.2 with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of the preceding sentence shall be of any force or effect, and no such transfer shall be applicable to made or recorded on the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) books of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock)SVI. The underwriters DARA acknowledges that its covenants in connection with the IPO are intended third-party beneficiaries of this Section 2.9 8.2 are a material inducement for SVI to enter into this Agreement and shall have to consummate the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsContemplated Transactions.

Lock-Up Agreement. Each Holder hereby holder of Registrable Securities agrees that it will in connection with any public offering of the Company's Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of the such managing underwriter, during the period commencing on thirty (30) days prior to the effective date of the final prospectus relating to the IPO such registration and ending on the date specified by the Company and the such managing underwriter (such period not to exceed one hundred eighty ninety (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (1590) days if in the Company issues or proposes to issue an earnings or other public release within fifteen case of any registration) (15a) days of the expiration of the 180-day lockup periodoffer, (i) lend; offer; pledge; , sell; , contract to sell; sell , grant any option or contract to purchase; , purchase any option or contract to sell; grant any option, right, or warrant to purchase; hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or into, exercisable for or exchangeable (directly or indirectly) for shares of Common Stock held immediately before (whether such shares or any such securities are then owned by the effective date of the IPO Registration Statement Holder or are thereafter acquired), or (iib) 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 (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, 3 shall not apply to the sale sales of any shares Registrable Securities to an underwriter be included in such offering pursuant to an underwriting agreement, Section 2(a) and shall be applicable to the Holders holder of Registrable Securities only if all officers and directors of the Company and all stockholders owning more than ten (10%) percent of the Company's outstanding Common Stock are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party heretorestrictions. Each Holder further holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in connection with such IPO that Company or the managing underwriter which are consistent with this Section 2.9 the foregoing or that which are necessary to give further effect thereto. Any Notwithstanding anything to the contrary contained in this Section 3, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or all holder of such agreements by greater than ten (10%) percent of the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsoutstanding Common Stock.

Lock-Up Agreement. Each Holder hereby agrees that it will notDuring the period commencing with the Effective Date and ending on the earlier of (i) the twenty-four (24) month anniversary of the Effective Date and (ii) the date on which the Company first publicly announces the results of a Phase 2 Clinical Trial for a XEN901 Product (each as defined in the Collaboration Agreement) (the “Lock-Up Period”), without the prior written consent approval of the managing underwriterCompany, during the period 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 Investor shall not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (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, rightright or warrant for the sale or, or warrant to purchase; otherwise dispose of or otherwise transfer or dispose of, directly or indirectly, any of the Purchased Shares (together with (a) any shares of Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation, or similar recapitalization and (b) any securities convertible into or exercisable or exchangeable (directly or indirectly) for shares of Common Stock held immediately before issued as (or issuable upon the effective date exercise of any warrant or other securities that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the IPO Registration Statement Purchased Shares (the “Lock-Up Securities”)), including, without limitation, any “short sale” or similar arrangement, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfer, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of such securitiesthe Purchased Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery deliver of Common Stock or other securities, in cashcash or otherwise; provided, however, that the foregoing shall not (A) prohibit the Investor or its Affiliates from transferring Lock-Up Securities to an Affiliate of the Issuer if such transferee Affiliate executes an agreement with the Company to be bound by the restrictions set forth in this Section 10.3 and Section 10.4; (B) prohibit the Investor or its Affiliates from selling or otherwise disposing of or transferring Lock-Up Securities into a tender offer by a Third Party or an issuer tender offer by the Company; and (C) restrict any sale or other disposal or transfer of Common Shares which are not Lock-Up Securities held by an executive officer or director of the Investor for his or her personal account, or otherwise. The foregoing provisions of this Section 2.9 shall apply only that may occur (or be deemed to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%occur) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries a Change of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination Control of the restrictions Investor (replacing references to “Company” with “Investor” in the definition of any or all “Change of such agreements by the Company or the underwriters shall apply pro rata Control”). Transfers, sales and other disposals referred to all Holders subject in clauses (A) through (C) above are referred to such agreements, based on the number of shares subject to such agreementsherein as “Excluded Transfers”.

Lock-Up Agreement. Each Holder Stockholder hereby agrees that it will not, without the prior written consent in connection with any registration of securities of the managing underwriter, during the period commencing on the date of the final prospectus Company relating to an underwritten offering thereof 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, which period may be extended upon the request of the managing underwritergeneral public, to the extent required requested by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes the underwriter of such offering, such Stockholder (to issue an earnings the extent such Stockholder then holds, individually or other public release within fifteen together with its Affiliates, two percent (152%) days or more of the expiration outstanding shares of Common Stock, or is an officer, director or employee of the 180-day lockup periodCompany) shall not, (i) lend; offer; pledge; whether or not such Stockholder is participating in such registration, sell; , contract to sell; sell , grant any option or contract right to purchase; purchase any option or contract to sell; grant any option, rightlend, or warrant to purchase; or otherwise transfer or dispose ofpledge, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership or otherwise transfer or dispose of (other than in a private sale or to donees who agree to be similarly bound) any shares of Common Stock or any other securities convertible into Common Stock (other than those shares, if any, which are in fact included in such securitiesregistration) without the prior written consent of the Company or the applicable underwriters, whether as the case may be, for such period (the “Lock-Up Period”) of time (not to exceed (x) one hundred eighty (180) days with respect to the initial public offering of the Common Stock, or (y) ninety (90) days with respect to any other offering) from the effective date of the registration statement for such registration as the Company or such underwriters may specify in writing. Each Stockholder hereby further agrees that (to the extent such Stockholder then holds, individually or together with its Affiliates, two percent (2%) or more of the outstanding shares of Common Stock, or is an officer, director or employee of the Company), if reasonably requested by any underwriter or underwriters in any such transaction described offering, such Stockholder shall enter into a lock-up agreement in clause the form (containing customary terms) reasonably requested by such underwriter or underwriters for such offering, provided, that such lock-up agreement does not provide (i) for a longer lock-up period than the Lock-Up Period contained in this Section 2(j) or (ii) above is terms that are more onerous to such Stockholder than those applicable to any similarly situated Stockholder. Each Stockholder further agrees that the underwriters of any such offering are intended to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 2(j) and such beneficiaries shall have the right, power, and authority be entitled to enforce the provisions hereof of this Section 2(j) an their own behalf as though they were a party hereto. Each Holder further agrees The provisions of this Section 2(j) shall not be deemed to execute such agreements as may be reasonably requested by prevent the underwriters Stockholders from exercising their rights under Section 2(b) hereof in connection with any such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsunderwritten offering.

Lock-Up Agreement. Each Holder hereby agrees that it will not, without During the prior written consent applicable Lock-Up Period (and for the avoidance of the managing underwriter, during the period commencing on the date of the final prospectus relating doubt solely with respect to the IPO Subject Shares to which such Lock-Up Period applies), the Shareholder and ending on the date specified by the Company and the managing underwriter (such period its Affiliates shall not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (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, right or warrant to purchase; , lend, assign, encumber, pledge, hypothecate, or otherwise directly transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement Subject Shares held or beneficially owned by the Shareholder and its Affiliates or (ii) enter into any swap hedge, swap, put, call, short sale, derivative or other arrangement that transfers with respect to another, in whole any Subject Shares held or in part, any of beneficially owned by the economic consequences of ownership of such securities, Shareholder and its Affiliates whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Subject Shares or other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO; provided, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, that Shareholders and its Affiliates shall be applicable entitled to (x) collaterally assign and/or pledge its Subject Shares to any of its lenders or its Affiliates’ lenders; and (y) transfer its Subject Shares to any of its Affiliates. For the Holders only if all officers and directors avoidance of doubt, any securities of Parent that are subject to the same restrictions and the Company uses commercially reasonable efforts foregoing lock-up agreement shall be eligible for participation in any share repurchase program conducted by Parent; provided, that any such securities are sold directly to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock)Parent. The underwriters in connection with the IPO are intended third-party beneficiaries For purposes of this Section 2.9 4, “Lock-Up Period” means the period from the date hereof through and shall have including (i) the right, power, and authority 225th day following the date hereof with respect to enforce one-third of the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested Subject Shares held or beneficially owned by the underwriters in connection Shareholder on the date hereof, (ii) the 365th day following the date hereof with such IPO that are consistent with this Section 2.9 or that are necessary respect to give further effect thereto. Any discretionary waiver or termination one-third of the restrictions Subject Shares held or beneficially owned by the Shareholder on the date hereof and (iii) the 450th day following the Closing Date with respect to one-third of the Subject Shares held or beneficially owned by the Shareholder; provided, further, that the Shareholder and its Affiliates may request that Parent release additional Subject Shares from the applicable Lock-Up Period (such consent not to be unreasonably withheld or delayed) in order to facilitate an orderly sell-down of Subject Shares by the Shareholder and its Affiliates. Notwithstanding the foregoing, if during any Lock-Up Period the Shareholder shall be deemed to own more than 9.9% of the outstanding Parent Shares, including as a result of any stock repurchases by Parent, stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or all of such agreements by similar transaction, the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on Shareholder may Transfer the number of shares subject Subject Shares so deemed to be owned by it in excess of 9.9% of the outstanding Parent Shares such agreementsthat, immediately following such Transfer, the Shareholder owns 9.9% of the outstanding Parent Shares.

Lock-Up Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period 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, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings No Management Investor or other public release within fifteen holder of Restricted Shares shall (15A) days of the expiration of the 180-day lockup periodoffer, (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; pledge or otherwise transfer or dispose ofof (including sales pursuant to Rule 144), directly or indirectly, any shares equity securities of Common Stock the Company or any of its Subsidiaries, or any securities convertible into or exchangeable or exercisable or exchangeable for such securities (directly or indirectly) for Common Stock held immediately before the effective date including equity securities of the IPO Registration Statement Company or any of its Subsidiaries that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission), (iiB) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap swap, hedge or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of or ownership of such securities, whether any such transaction described securities referred to in clause (iA) or (ii) above above, whether such transaction is to be settled by delivery of Common Stock such securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”), or (D) publicly disclose the intention to enter into any Sale Transaction, in any such case from the date the Company gives notice to the Management Investors that a preliminary or final prospectus has been circulated for a Public Offering and during the 90 days following the date of the final prospectus for such Public Offering (a “Holdback Period”), except as part of any such Public Offering, unless the underwriters managing such Public Offering otherwise agree in writing. If requested by the managing underwriters, each Management Investor and each other holder of Restricted Shares agrees to execute customary lock-up agreements consistent with the foregoing obligations with the managing underwriter(s) of an underwritten offering with a duration not to exceed the Holdback Period. If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last 17 days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “Holdback Extension”). The Company may impose stop-transfer instructions with respect to the shares of its common stock (or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are ) subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) foregoing restriction during any Holdback Period or any period of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsHoldback Extension.

Lock-Up Agreement. Each Holder hereby holder of Registrable Securities agrees that it will in connection with any public offering of the Company’s Common Stock or other equity securities, and upon the written request of the managing underwriter in such offering, such holder shall not, without the prior written consent of the such managing underwriter, during the period commencing on ten (10) days prior to the effective date of the final prospectus relating to the IPO such registration and ending on the date specified by the Company and the such managing underwriter (such period not to exceed one hundred eighty ninety (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (1590) days if in the Company issues or proposes to issue an earnings or other public release within fifteen (15) days case of the expiration of the 180-day lockup periodany registration), (ia) lend; offer; , pledge; , sell; , contract to sell; sell , grant any option or contract to purchase; , purchase any option or contract to sell; grant any option, right, or warrant to purchase; hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or into, exercisable for or exchangeable (directly or indirectly) for shares of Common Stock held immediately before the effective date effectiveness of the IPO Registration Statement registration statement for such offering, or (iib) 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 (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, 4 shall not apply to the sale sales of any shares Registrable Securities to an underwriter be included in such offering pursuant to an underwriting agreementSection 2(a), Section 2(b) or Section 3(a), and shall be applicable to the Holders holders of Registrable Securities only if all officers and directors are subject to the same restrictions and of the Company uses commercially reasonable efforts to obtain a similar agreement from and all stockholders individually owning more than five percent (5%) % of the Company’s outstanding Common Stock (after giving effect are subject to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party heretosame restrictions. Each Holder further holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in connection with such IPO that Company or the managing underwriter which are consistent with this Section 2.9 the foregoing or that which are necessary to give further effect thereto. Any Notwithstanding anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or all holder of such agreements by greater than 5% of the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsoutstanding Common Stock.

Lock-Up Agreement. Each Holder hereby agrees Investors agree that, if Company completes an IPO (the “IPO”) on or before December 31, 2018, Investors will enter into a lock-up agreement for the benefit of such underwriter(s) in accordance with this Section (the “Lock-Up Agreement”). Pursuant to such Lock-Up Agreement, Investors will agree that it will they shall not, without the prior written consent of the managing underwriter, during the period commencing beginning on the date of the final prospectus relating for the delivery of shares of Common Stock pursuant to the IPO and ending on the date specified by the Company and the managing underwriter either (such period not to exceed i) one hundred eighty (180) daysdays thereafter, which period may be extended upon or (ii) if any Company director, executive officer or stockholder is subject to any lock-up agreement that ends on a date earlier than one hundred eighty (180) days after the request date of the managing underwriter, prospectus for the delivery of shares of Common Stock pursuant to the extent required by any FINRA rulesIPO, for an additional period of up such earlier date: (a) offer, pledge, sell, announce the intention to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodsell, (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, right or warrant to purchase; , lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable Stock; (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (iib) enter into any swap or other arrangement that transfers to anotheranother Person, in whole or in part, any of the economic consequences of ownership of such securitiesshares of Common Stock; or (c) make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock; in any case, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only In addition, upon the Closing and prior to the IPOearlier of (x) the effectiveness of the restrictions set forth in the Lock-Up Agreement, or (y) December 31, 2018, Investors agree that it shall not apply to the sale transfer or dispose of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect other than pursuant to conversion into this Agreement) unless and until the proposed transferee(s) has agreed in writing to be bound by this Section with respect to the shares of Common Stock acquired by such transferee. No transfer in violation of all outstanding Series A Preferred Stock)the preceding sentence shall be of any force or effect, and no such transfer shall be made or recorded on the books of Company. The underwriters Investor acknowledges that its covenants in connection with the IPO are intended third-party beneficiaries of this Section 2.9 are a material inducement for Company to enter into this Agreement and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with consummate this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementstransaction.

Lock-Up Agreement. Each Holder hereby Both during and after the applicable Transfer Restriction Period, SteepRock agrees that that, in connection with an underwritten Public Offering in respect of which the REIT Shares are being sold (including with respect to offerings pursuant to shelf registration statements), or in connection with any other Public Offering of the REIT Shares, if requested by the underwriter(s), it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating enter into customary “lock-up” agreements pursuant to the IPO and ending on the date specified by the Company and the managing underwriter (such period which it will agree not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (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 ofto, directly or indirectly, sell, offer to sell, grant any shares of Common Stock option for the sale of, or otherwise dispose of, any REIT Shares or any securities convertible into or exercisable or exchangeable into REIT Shares (directly or indirectlyincluding Common Units) (subject to customary exceptions), for Common Stock held immediately before a period not to exceed one-hundred and eighty (180) days from the effective date of the IPO Registration Statement registration statement pertaining to such registrable REIT Shares or from such other date as may be requested by the underwriter(s). SteepRock further agrees that, in connection with an underwritten Public Offering in respect of which the REIT Shares are being sold, if requested by the managing underwriter(s), it will cause its directors, officers and Affiliates not to, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any REIT Shares or any securities convertible or exchangeable into REIT Shares (iiincluding Common Units) (subject to customary exceptions), for a period not to exceed one-hundred and eighty (180) days from the effective date of the registration statement pertaining to such registrable REIT Shares or from such other date as may be requested by the underwriter(s). Notwithstanding the foregoing or anything to the contrary in this Agreement, if SteepRock or any of its Affiliates is not selling REIT Shares in the applicable offering, SteepRock shall not be required to 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 Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all a lock-up agreement unless officers and directors of KREF, and entities that are subject Affiliates of the KKR Manager that own equity interests of SR Mezz, the Partnership or KREF, are required to enter into lock-up agreements on substantially the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsterms.

Lock-Up Agreement. Each Holder hereby holder of Purchased Shares agrees that it will in connection with any registered offering of the Common Stock or other equity securities of the Company, and upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of the such managing underwriter, during the period commencing on the effective date of the final prospectus relating to the IPO such registration and ending on the date specified by the Company and the such managing underwriter (such period not to exceed one hundred eighty (180) 180 days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period), (ia) lend; offer; , pledge; , sell; , contract to sell; sell , grant any option or contract to purchase; , purchase any option or contract to sell; grant any option, right, or warrant to purchase; hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or into, exercisable for or exchangeable (directly or indirectly) for shares of Common Stock held immediately before the effective date effectiveness of the IPO Registration Statement for such offering/(whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (iib) 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 (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, 7.16 shall not apply to the sale sales of any shares Purchased Shares to an underwriter be included in such offering pursuant to an underwriting agreementSection 7.1 or 7.2, and shall be applicable to the Holders holders of Purchased Shares only if all officers and directors are subject to the same restrictions and of the Company uses commercially reasonable efforts to obtain a similar agreement from and all stockholders individually owning more than five percent (5%) 10% of the Company’s outstanding Common Stock (after giving effect are subject to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party heretosame restrictions. Each Holder further holder of Purchased Shares agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in connection with such IPO that Company or the managing underwriter which are consistent with this Section 2.9 the foregoing or that which are necessary to give further effect thereto. Any Notwithstanding anything to the contrary contained in this Section 7.16, each holder of Purchased Shares shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 7.16 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or all holder of such agreements by greater than 10% of the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsoutstanding Common Stock.

Lock-Up Agreement. Each Holder Ladies and Gentlemen: This letter agreement (this "Agreement") relates to the proposed public offering (the "Offering") by Gold Standard Ventures Corp., a corporation existing under the laws of British Columbia (the "Company"), of its common shares, without par value (the "Shares"). In order to induce you and the other underwriters for which you act as representative (the "Underwriters") to underwrite the Offering, the undersigned hereby agrees that it will notthat, without the prior written consent of Dxxxxxx Xxxx & Company, LLC (the managing underwriter"Representative"), during the period commencing on from the date hereof until thirty (30) days from the date of the final prospectus relating to for the IPO and ending on Offering (the date specified by "Lock-Up Period"), the Company and the managing underwriter undersigned (such period not to exceed one hundred eighty (180a) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (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 ofwill not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any shares call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of Common Stock any Relevant Security (as defined below), and (b) will not establish or increase any securities convertible into "put equivalent position" or exercisable liquidate or exchangeable decrease any "call equivalent position" with respect to any Relevant Security (directly or indirectly) for Common Stock held immediately before in each case within the effective date meaning of Section 16 of the IPO Registration Statement Securities Exchange Act of 1934, as amended, (the "Exchange Act") and the rules and regulations promulgated thereunder), or (ii) otherwise enter into any swap swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequences consequence of ownership of such securitiesa Relevant Security, whether any or not such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or Relevant Securities, other securities, in cashcash or other consideration. As used herein "Relevant Security" means the Shares, any other equity security of the Company or any of its subsidiaries and any security convertible into, or otherwiseexercisable or exchangeable for, any Shares or other such equity security. The foregoing provisions of this Section 2.9 shall apply only to Notwithstanding the IPOforegoing, shall not apply to the sale of any shares to an underwriter undersigned may: (i) transfer the undersigned's Relevant Securities pursuant to an underwriting agreementa bona fide third party takeover bid made to all holders of Shares of the Company or similar acquisition transaction whereby all or substantially all of the Shares of the Company are acquired by a third party, and provided that in the event that the takeover or acquisition transaction is not completed, any Relevant Securities shall be applicable to the Holders only if all officers and directors are remain subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent contained in this Agreement; (5%ii) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the righttransfer, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 sell or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions otherwise dispose of any or all of the undersigned's Relevant Securities to (a) a spouse, parent, child or grandchild of the undersigned (a "Relation"), (b) corporations, partnerships, limited liability companies or other entities to the extent that such agreements entities are, directly or indirectly, wholly owned by the Company or undersigned and/or a Relation, (c) any trusts existing solely for the underwriters shall apply pro rata to all Holders benefit of the undersigned and/or a Relation, provided that in the case of clauses (a), (b) and (c) the recipient of the undersigned's Relevant Securities executes an agreement stating that the transferee is receiving and holding such Relevant Securities subject to the provisions of this Agreement and there shall be no further transfer of such agreementsRelevant Securities except in accordance with this Agreement; and (iii) pledge the undersigned's Relevant Securities to a bank or other financial institution for the purpose of giving collateral for a debt made in good faith, based but solely to the extent that such bank or financial institution agrees in writing to be bound by the terms of this Agreement and there shall be no further transfer of such Relevant Securities except in accordance with this Agreement; provided that in the case of clauses (ii) and (iii) no filing by any party under the Exchange Act or applicable Canadian securities laws shall be required or shall be voluntarily made. The undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the number share register and other records relating to, Relevant Securities for which the undersigned is the record holder and, in the case of shares subject Relevant Securities for which the undersigned is the beneficial but not the record holder, agrees during the Lock-Up Period to use reasonable best efforts to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, such agreements.Relevant Securities. The undersigned hereby further agrees that, without the prior written consent of the Representative, during the Lock-up Period the undersigned (x) will not file or participate in the filing with the U.S. Securities and Exchange Commission or any Canadian securities commission of any registration statement or prospectus, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (y) will not exercise any rights the undersigned may have to require registration with the U.S. Securities and Exchange Commission or any Canadian securities commission of any proposed offering or sale of a Relevant Security. If for any reason (i) the registration statement relating to the Offering has been withdrawn for any reason prior to the consummation of the Offering or (ii) the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), this Agreement shall be terminated. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Delivery of a signed copy of this letter by facsimile transmission shall be effective as delivery of the original hereof. Very truly yours, FCMI PARENT CO. /s/ Hxxxx Xxxxx Name: Hxxxx Xxxxx Title: Secretary

Lock-Up Agreement. Each Holder hereby (i) By executing this Agreement, each holder ----------------- of Onex Preferred Stock (and such holder's affiliates) who will, as a result of the Merger, own and/or have the right to acquire (with such holder's affiliates in the aggregate) one percent (1%) or more of the outstanding shares of TranSwitch Common Stock after giving effect to the Merger and each holder of Onex Common Stock other than the Key Employee Lock-Up Parties (as defined in the Merger Agreement) (each, a "Lock-Up Party" and collectively the "Lock-Up ------- Parties") agrees that it will notsuch Lock-Up Party shall not sell, without offer for sale, pledge, ------- hypothecate, transfer or otherwise dispose of any shares of TranSwitch Common Stock or securities exchangeable or exercisable for TranSwitch Common Stock which the Lock-Up Party receives in connection with the Merger (the "Securities"), otherwise than (a) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (b) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (c) with respect to dispositions of Common Shares acquired on the open market or (d) with the prior written consent of the managing underwriterCompany, during the for a period commencing on the date hereof and terminating (X) as to one-third of such shares upon the Effective Date of the final prospectus relating S-3 registration statement; (Y) as to the IPO and ending one-third of such shares on the date specified by the Company and the managing underwriter that is forty-five (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (1545) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (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 (directly or indirectly) for Common Stock held immediately before after the effective date of the IPO Registration Statement or S-3 registration statement; and (iiZ) enter into as to the final one-third on the date that is ninety (90) days after the effective date of the S-3 registration statement (the "Lock-up Period"); provided, however, that if the S-3 registration statement is not reviewed by the Securities and Exchange Commission, the final one-third of such shares shall be released on the earlier of (I) the ninetieth (90) day after the effective date of the S-3 registration statement and (II) December 27, 2001. The foregoing restriction has been expressly agreed to preclude the Lock-Up Party from engaging in any swap hedging or other arrangement that transfers transaction which is designed to anotheror reasonably expected to lead to or result in a disposition of Securities during the Lock-up Period, in whole even if such Securities would be disposed of by someone other than the Lock-Up Party. Such prohibited hedging or in partother transactions would include, without limitation, any of short sale (whether or not against the economic consequences of ownership of such securities, whether any such transaction described in clause (ibox) or any purchase, sale or grant of any right (iiincluding, without limitation, any put or call option) above is with respect to be settled by delivery any Securities or with respect to any security (other than a broad-based market basket or index) that included, relates to or derives any significant part of its value from Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of shares of TranSwitch Common Stock or other securities, Securities held by the undersigned except in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection compliance with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsforegoing restrictions.

Lock-Up Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriterunderwriter(s), during the period commencing on the date of the final prospectus relating to the IPO initial registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 (the “IPO”) and ending on the date specified by the Company and the managing underwriter underwriter(s) (such period not to exceed one hundred eighty (180) days, which or such other period as may be extended upon required to accommodate applicable regulatory restrictions on (1) the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings publication or other public release within fifteen distribution of research reports and (152) days of analyst recommendations and opinions, including, but not limited to, the expiration of the 180-day lockup periodrestrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (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 (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five one percent (51%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock)) are subject to the same restrictions. The underwriters in connection with the IPO such registration are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.this

Lock-Up Agreement. Each Holder hereby agrees Ladies and Gentlemen: The undersigned understands that it will notyou, without as representatives (the prior written consent “Representatives”), propose to enter into an Underwriting Agreement on behalf of the managing underwriterseveral Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Jamf Holding Corp. a Delaware corporation (the “Company”), and certain selling stockholders named therein, providing for a public offering (the “Public Offering”) of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period commencing on beginning from the date of this Lock-Up Agreement and continuing to and including the date that is 180 days after the date set forth on the final prospectus relating (the “Prospectus”) used to sell the IPO Shares (the “Lock-Up Period”), the undersigned shall not, and ending on the date specified by the Company and the managing underwriter (such period shall not to exceed one hundred eighty (180) days, which period may be extended upon the request cause or direct any of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodits affiliates to, (i) lend; offer; pledge; , sell; , contract to sell; sell , pledge, grant any option or contract to purchase; purchase , lend, make any option or contract to sell; grant any option, right, or warrant to purchase; short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into into, exchangeable for or exercisable or exchangeable (directly or indirectly) for that represent the right to receive shares of Common Stock held immediately before the effective date of the IPO Registration Statement Company (such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation any such shares or Derivative Instruments, now owned or hereafter acquired, by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”), (ii) enter into engage in any swap hedging or other transaction or arrangement that transfers which is designed to anotheror which reasonably could be expected to lead to or result in a sale, in whole loan, pledge or in part, other disposition (whether by the undersigned or someone other than the undersigned) of any shares of Common Stock of the economic consequences of ownership of such securitiesCompany or Derivative Instruments, whether any such transaction described in clause (i) or (ii) above is to arrangement by the undersigned would be settled by delivery of Common Stock or other securities, in cashcash or otherwise (any such sale, loan, pledge or other disposition, or otherwisetransfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period, except as would otherwise be permitted hereunder. Such prohibited hedging or other transactions or arrangements described in clause (ii) above would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option, or any combination thereof) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Shares. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed or other Shares the undersigned may purchase in the Public Offering or in the concurrent private placement of Shares as described in the Prospectus. In addition, the undersigned agrees that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any of the Undersigned’s Shares during the Lock-Up Period. Notwithstanding the foregoing, to the extent the undersigned has demand and/or piggyback registration rights under any registration rights agreement described in the Prospectus, the undersigned may notify the Company privately that the undersigned is or will be exercising its demand and/or piggyback registration rights under any such registration rights agreement following the expiration of the Lock-Up Period and undertake preparations related thereto; provided that the foregoing notification and/or preparations do not request, require or result in the filing or confidential submission of a registration statement with the SEC or any other public announcement or activity regarding such registration by the undersigned, the Company or any third party during the Lock-Up Period (and no such filing, confidential submission, public announcement or activity shall be voluntarily made or taken by the undersigned, the Company or any third party during the Lock-Up Period). If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) (the “Exchange Act”) beneficially owns, directly or indirectly, 50% or more of the common equity interest, or 50% or more of the voting power, in the undersigned, except for a natural person, entity or group (as described above), that has executed a Lock Up Agreement in substantially the same form as this Lock Up Agreement. For purposes of this paragraph, “beneficially owns” shall mean solely a pecuniary interest under Rule 16a-1(a)(2) of the rule promulgated under the Exchange Act. If the undersigned is an officer or director of the Company, (i) Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service or other method permitted by applicable laws and regulation at least two business days before the effective date of the release or waiver. Any release or waiver granted by Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this Section 2.9 shall paragraph will not apply only if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the IPOextent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, shall not apply the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the sale of any shares to an underwriter pursuant to an underwriting agreementrestrictions set forth herein, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%provided that no public filing or disclosure under Section 16(a) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with Exchange Act or other public report shall be required or shall be made voluntarily during the IPO are intended thirdLock-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters Up Period in connection with such IPO that are consistent with this Section 2.9 transfer, (ii) to any trust for the direct or that are necessary to give further effect thereto. Any discretionary waiver or termination indirect benefit of the undersigned or the immediate family of the undersigned, provided that (1) the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, (2) any such transfer shall not involve a disposition for value and (3) no public filing or disclosure under Section 16(a) of any the Exchange Act or all other public report shall be required or shall be made voluntarily during the Lock-Up Period in connection with such transfer, or (iii) with the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC on behalf of the Underwriters, (iv) if the undersigned is a partnership, limited liability company or corporation, to (a) a partner, member or stockholder, as the case may be, of such agreements partnership, limited liability company or corporation, (b) any wholly owned subsidiary of the undersigned, (c) an affiliate (as such term is defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”)) of the undersigned or (d) if a transferee referred to in clauses (a) through (c) above is not a natural person, any direct or indirect partner, member or shareholder of such transferee until the Shares come to be held by a natural person, if provided that, in any such case of clauses (a) through (d), (1) such transfer is not for value, (2) the transferee has agreed in writing to be bound by the Company or same terms described in this letter to the underwriters extent and for the duration that such terms remain in effect at the time of the transfer, (3) if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting such transfer during the Lock-Up Period, the undersigned shall apply pro rata to all Holders clearly indicate in the footnotes thereto that such transfer is not for value, that the Shares subject to such agreementstransfer remain subject to restrictions set forth herein and that the filing relates to the circumstances described in this clause (iv), based on and (4) no other public filing or announcement shall be required or shall be made voluntarily in connection with such transfer, (v) by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that (1) the number transferee agrees to be bound in writing by the restrictions set forth herein, (2) the undersigned is required to file a report under Section 16(a) of shares the Exchange Act reporting a reduction in the aggregate beneficial ownership of the Undersigned’s Shares in connection with such transfer, the undersigned shall clearly indicate in the footnotes thereto that such transfer was by operation of law and that the Shares subject to such agreements.transfer remain subject to restrictions set forth herein, and (3) no other public filing or announcement shall be required or shall be made voluntarily in connection with such transfer, (vi) (a) pursuant to a bona fide third party tender offer, merger, purchase, consolidation or other similar transaction that is approved by the board of directors of the

Lock-Up Agreement. Each Holder hereby agrees that it For a period beginning on the date hereof and ending six months after the date hereof (the “Lock-Up Period”), the Stockholders will not, and will cause each of its Related Transferees not to, directly or indirectly, without the prior written consent of the managing underwriter, during the period 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, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodCompany, (i) lend; offer; pledge; except (A) in connection with a Company Sale or (B) a pledge of any of the Closing Shares to Comerica Bank, a Texas banking association, as agent, from time to time, sell; , offer to sell, contract to sell; sell , hypothecate, pledge, grant 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 contract to dispose of, or indirectlyenter into any transaction that is designed to, or might reasonably be expected to, result in the disposition with respect to, any shares of Common Stock Closing Shares or any securities convertible into which such Closing Shares may be converted or exercisable for which such Closing Shares may be exchanged pursuant to any business combination transaction, including without limitation any merger, consolidation, sale of assets or exchangeable share or securities exchange, except for transfers of Closing Shares (directly a) to another Stockholder or indirectlya Related Transferee of another Stockholder, provided that such Stockholder or Related Transferee of another Stockholder is at the time of such transfer bound by the terms of this Agreement, (b) for Common Stock held immediately before to a Related Transferee or (b) as a bona fide gift (provided that in the effective date case of any such transfer (1) the transferee or donee shall execute and deliver an instrument in the form and substance satisfactory to the Company in which it agrees to be bound by the terms of this Agreement as if an original signatory to this Agreement and (2) no filing under Section 16(a) of the IPO Registration Statement Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial ownership of Closing Shares, shall be required or voluntarily made during the Lock-Up Period), (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 securitiesClosing Shares or any securities into which or for which such securities have been so converted or exchanged, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Closing Shares or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only , (iii) except pursuant to the IPOterms and in accordance with the conditions set forth in that certain Registration Rights Agreement, shall not apply dated as of the date hereof, by and among the Company and the Stockholders, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the sale registration of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) Closing Shares or securities convertible into or exercisable or exchangeable for Closing Shares or any other securities of the Company’s outstanding Common Stock (, provided that the inclusion of any Closing Shares shall only be permitted with respect to a registration statement that will first be effective after giving effect to conversion into Common Stock the expiration of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended thirdLock-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 Up Period or that are necessary to give further effect thereto. Any discretionary waiver shall permit sales of Closing Shares on a delayed or termination continuous basis at a time after the expiration of the restrictions Lock-Up Period, or (iv) publicly disclose the intention to do any of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsforegoing.

Lock-Up Agreement. Each Holder (a) The Seller hereby agrees that it will notnot to, without the prior written consent of the managing underwriter, during the period 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, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (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 ofBuyer, directly or indirectly, offer, sell, contract to sell, or otherwise dispose of, any shares of Common Buyer Stock or file any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date registration statement with respect to any of the IPO Registration Statement foregoing, or (ii) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences of ownership of such securitiesshares of the Buyer Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Buyer Stock or other securities, in cash, cash or otherwise. The foregoing provisions , until after the second anniversary of this Section 2.9 the Closing Date (the “Restriction Period”); provided that nothing herein shall apply only prohibit the Seller from (i) surrendering any shares of Buyer Stock pursuant to the IPOterms of a merger or consolidation approved by the Board of Directors of the Buyer and a majority of the stockholders of the Buyer, shall not apply (ii) tendering any shares of Buyer Stock pursuant to a tender offer made in compliance with Sections 13 and 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder and approved by the board of directors of the Buyer or (iii) selling shares of Buyer Stock as contemplated by and pursuant to the sale terms of the Registration Rights Agreement. Notwithstanding anything contained herein to the contrary, the undersigned may, without the prior written consent of the Buyer, transfer any shares to an underwriter pursuant to an underwriting agreementof Buyer Stock (i) as a bona fide gift or gifts, and shall be applicable (ii) to the Holders only if all officers and directors equity owners of the Seller as of the date hereof or (iii) to a trust, partnership or other entity, the beneficiaries, partners or equity holders of which are subject exclusively the Seller or the equity owners of the Seller as of the date hereof; providing that the Seller provides prior written notice of such transfer to the same restrictions Buyer and the Company uses commercially reasonable efforts transferee(s) thereof agree(s) in writing to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested bound by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsset forth herein.

Lock-Up Agreement. Each Holder hereby agrees Ladies and Gentlemen: The undersigned understands that it will notyou (the “Underwriters”), without propose to enter into an Underwriting Agreement (the prior written consent “Underwriting Agreement”) with Talend S.A., a société anonyme incorporated in the French Republic (the “Company”) and the Selling Shareholders listed in Schedule I to such agreement providing for a public offering (the “Public Offering”) of American Depositary Shares (the “ADSs”) representing ordinary shares of the managing underwriterCompany (the “Underlying Shares”) pursuant to a Registration Statement on Form F-3 filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2017, as amended on October 13, 2017, and a Registration Statement on Form F-6 previously filed with the SEC. In consideration of the agreement by the Underwriters to offer and sell the ADSs, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period commencing on specified in the date of following paragraph (the final prospectus relating to “Lock-Up Period”), the IPO and ending on the date specified by the Company and the managing underwriter (such period undersigned will not to exceed one hundred eighty (180) daysoffer, which period may be extended upon the request of the managing underwritersell, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (i) lend; offer; pledge; sell; contract to sell; sell , pledge, grant any option or contract to purchase; purchase , make any option or contract to sell; grant any optionshort sale, rightfile a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to, or warrant to purchase; or otherwise transfer or dispose ofof (including, directly or indirectlywithout limitation, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences consequence of ownership of such securitiesinterest), whether any such transaction described in clause (i) or (ii) above is of these transactions are to be settled by delivery of Common Stock ADSs or Underlying Shares or other securitiessecurities of the Company that are substantially similar to ADSs or Underlying Shares, in cashcash or otherwise, nor publicly disclose the intention to offer, sell, contract to sell, pledge, grant any option to purchase, purchase any option or contract to sell, grant any right or warrant to purchase, make any short sale, file a registration statement under the Securities Act, or otherwiseotherwise dispose of any ADSs or Underlying Shares, or any options or warrants to purchase any ADSs or Underlying Shares, or any securities convertible into, exchangeable for or that represent the right to receive ADSs or Underlying Shares, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”), other than any ADSs or Underlying Shares sold pursuant to the Public Offering as contemplated by the Underwriting Agreement or as otherwise provided herein. The foregoing provisions restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of this Section 2.9 shall apply only to the IPOUndersigned’s Shares even if the Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, shall not apply to the sale or grant of any shares right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Undersigned’s Shares. If the undersigned is an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) officer or director of the Company’s outstanding Common Stock (after giving effect , the undersigned further agrees that the foregoing provisions shall be equally applicable to conversion into Common Stock of all outstanding Series A Preferred Stock)any issuer-directed ADSs the undersigned may purchase in the Public Offering. The underwriters in connection with initial Lock-Up Period will commence on the IPO are intended third-party beneficiaries date of this Section 2.9 Lock-Up Agreement and shall have continue for 45 days after the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based public offering date set forth on the number of shares subject final prospectus used to such agreements.sell the ADSs (the “Public Offering Date”) pursuant to the Underwriting Agreement. Notwithstanding the foregoing, the undersigned may:

Lock-Up Agreement. Each Holder hereby Notwithstanding anything in this Agreement to the contrary, in connection with any underwritten public offering of Razorfish Common Stock (a "Follow-On --------- Offering"), or any securities convertible into or exchangeable or exercisable -------- for shares of Razorfish Common Stock, the Stockholder agrees that it will that, if requested by the managing underwriter of the Follow-On Offering, the Stockholder shall not, directly or indirectly, sell, offer, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale, pledge or otherwise dispose of, any Razorfish Common Stock, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company Razorfish and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request underwriters of the managing underwriter, to the extent required by any FINRA rules, Follow-On Offering for an additional a period of up to fifteen ninety (1590) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (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 (directly or indirectly) for Common Stock held immediately before from the effective date of the IPO Registration Statement registration statement under the Securities Act relating to such Follow-On Offering and to the extent otherwise permissible under the requirements for a tax-free Merger; provided, however, that all ----------------- officers and directors of Razorfish enter into similar agreements. In order to enforce the foregoing covenant, Razorfish may impose stop-transfer instructions with respect to the Razorfish Common Stock until the end of such period. Notwithstanding the foregoing, the Stockholder shall in no way be restricted or prohibited from (i) entering into contracts to sell shares of Common Stock on a spot or forward basis, whether cash or physically settled and whether or not prepaid, (ii) enter buying or selling options, or entering into swaps or similar transactions, relating to shares of Common Stock, whether cash or physically settled, (iii) pledging or otherwise granting any swap lien or other arrangement that transfers to anothersecurity interest in shares of Common Stock, in whole or in part, any of the economic consequences foregoing, in relation to any of ownership of such securitiesthe foregoing or to any borrowing arrangements, whether any such transaction described in clause (i) or (iiiv) above is entering into any other agreements or arrangements, however denominated, which have a similar effect; provided, however, the rights granted to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of the Stockholder pursuant to this Section 2.9 ----------------- sentence shall apply only to the IPO, shall extent that such are not apply to inconsistent with the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) obligations of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters Stockholder in connection accordance with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination Paragraph I of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsAffiliate Letter.

Lock-Up Agreement. Each Holder hereby agrees that it Notwithstanding any provision of this Agreement to the contrary, except for Transfers pursuant to Sections 3 and 5, from and after the date hereof each Stockholder (other than the trusts identified on Schedule B) will not, without the prior written consent of the managing underwriterCompany, during the period 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) daysjointly or individually, which period may be extended upon the request of the managing underwriterTransfer, to the extent required by offer, make any FINRA rulesshort sale of, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (i) lend; offer; pledge; sell; contract to sell; sell , lend, grant any option or contract to purchase; for the purchase any option or contract to sell; grant any option, rightof, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares Shares owned of Common Stock record or beneficially by such Stockholder until June 30, 2000 (the "Initial Lock-up Period"); provided, however, that the Initial Lock-up Period shall be further extended until up to December 31, 2000 (the "Extended Lock-up Period") with respect to any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement that transfers to anotherStockholder who, in whole or in part, together with any of such Stockholder's Stockholder Controlled Entities, receives additional gross proceeds (the economic consequences of ownership of such securities, whether any such transaction described in clause (i"Additional Sale Proceeds") or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply to from the sale of shares in one or any combination of public offerings (excluding the sale of up to 9 million shares in the Proposed Public Offering, but including any shares in excess of 9 million shares sold in the Proposed Public Offering), private placements, or any Company share repurchases (with each Stockholder eligible to an underwriter pursuant participate in any private placements or share repurchases at a level at least equal to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and that Stockholder's percentage equity ownership interest in the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of immediately preceding the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock's initial public offering). The underwriters extent of the Extended Lock-up Period shall be determined by multiplying six months by a fraction (the "Extended Lock-up Fraction"). The numerator of the Extended Lockup Fraction shall be equal to the actual Additional Sale Proceeds received by the Stockholder divided by $120 million. The denominator of the Extended Lock-up Fraction shall be equal to the Stockholder's percentage ownership interest in connection with the IPO are intended third-party beneficiaries Company immediately preceding the Company's initial public offering. For example, if a Stockholder received Additional Sale Proceeds of this Section 2.9 and shall have the right, power$5 million, and authority that Stockholder's percentage ownership interest prior to enforce the provisions hereof initial public offering were 5%, then the Extended Lock-up Period would run for 5 months, calculated as though they were follows: $5 million/$120 million ----------------------- 6 months x .05 = 5 months If any Stockholder elects not to participate in a party heretoliquidity event that generates Additional Sale Proceeds, then the lock-up period for that Stockholder shall expire on June 30, 2000. Each Holder further agrees to execute such agreements as may In the event Additional Sale Proceeds exceed $120 million, then the Extended Lock-up Period shall be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsan additional negotiated extension."

Lock-Up Agreement. Each Holder Except for those Securities (as defined below) issued to the undersigned for compensation prior to the date hereof for services rendered to Natural Nutrition, Inc., a Nevada corporation (the “Company”), the undersigned hereby agrees that it for a period commencing on May 31, 2007 and expiring on the earlier of (a) the date which is ten (10) days after the date that all amounts owed to Cornell Capital Partners, LP (the “Investor”) by the Company have been fully paid and (b) the date upon which he shall cease to be an officer or director of the Company (the “Lock-up Period”), he will not, directly or indirectly, without the prior written consent of the managing underwriterInvestor, during issue, offer, agree or offer to sell, sell, grant an option for the period commencing on the date purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the final prospectus relating Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by the undersigned), or any beneficial interest therein (collectively, the “Securities”). In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents 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, which period may be extended upon the request placing of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (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 legends on certificates representing the Company’s securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or and/or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of stop-transfer orders with 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 Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) transfer agent of the Company’s outstanding Common Stock (after giving effect securities with respect to conversion into Common Stock any of all outstanding Series A Preferred Stock). The underwriters the Securities registered in connection with the IPO are intended third-party beneficiaries name of this Section 2.9 and shall have the right, powerundersigned or beneficially owned by the undersigned, and authority to enforce the provisions hereof as though they were a party heretoundersigned hereby confirms the undersigned’s investment in the Company. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 Dated: May 31, 2007 Signature /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Address: 000 Xxxxx Xxxx Xxx Xxxx, Xxxxx 000 Xxxx, Xxxxx, Zip Code: Xxxxxxx, Xxxxx 00000 ____________________________ Print Social Security Number (if applicable) or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.Taxpayer I.D. Number (if applicable)

Lock-Up Agreement. Each Holder hereby agrees At any time prior to the earlier of (a) December 23, 2002 and (b) the date that it will not, without the prior written consent Purchasers cease collectively to Beneficially Own 10% or more of the managing underwriterCommon Stock, during the period commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company and its underwriters, by written notice from the managing Company and its lead underwriter to the Purchasers (such period a "Lock-up Request"), given as provided herein on or after the time of the initial filing with the Commission of any registration statement (other than a registration statement relating to an offering described in Section 9.1) with respect to any offering of Common Stock or securities convertible into Common Stock (the "Offering"), may request that the Purchasers agree not to exceed one hundred eighty (180) daysoffer, which period may be extended upon the request sell or transfer any of the managing underwriterPurchased Shares, Dividend Shares or Common Stock issued upon any conversion of the Purchased Shares and/or Dividend Shares or engage in any hedging or similar transactions with respect to the extent required by Purchased Shares, Dividend Shares or Common Stock issued upon any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days conversion of the expiration of Purchased Shares and/or Dividend Shares during the 180-day lockup periodperiod (the "Lock-up Period") beginning on a date specified in the Lock-up Request, which date may be as early as five (5) Business Days prior to the closing date of the Offering (but no later than the closing date of the Offering), and each Purchaser agrees to consent to and be bound by the restrictions specified in any such Lock-up Request; provided, however, that such a lock-up agreement with respect to any Offering shall not prevent any Purchaser from selling Purchased Shares, Dividend Shares or Common Stock issued upon any conversion of the Purchased Shares and/or Dividend Shares which it is entitled to sell in such Offering pursuant to Section 9.2 if it shall have made the request specified therein. The foregoing notwithstanding, no Lock-up Request shall be effective and binding upon the Purchasers unless a similar lock-up is imposed upon all other Persons beneficially owning 10% or more of the Common Stock with respect to which the Company then has the power to request or impose such lock-up. Any such lock-up imposed upon any other Person shall be for the shorter of (i) lend; offer; pledge; sell; contract the Lock-up Period and (ii) the maximum period the Company has the right or power to sell; sell impose upon such other Person. The Lock-up Period may be terminated as to the Purchasers on written notice from either the Company or the lead underwriter of the Offering, and automatically shall be terminated immediately as to the Purchasers in the event it is terminated as to any option other Person (including the Company and its Affiliates) or contract any other Person is otherwise released from any lock-up obligations with respect to purchase; purchase the Offering. The Company shall specify the expected effective date of any option Offering by notice to the Purchasers given not later than two (2) Business Days prior to the beginning of the Lock-up Period. Each Purchaser shall cause each Person, together with its Affiliates, to whom it Transfers, in one or contract a series of related transactions, the equivalent of 1,000,000 or more shares of Common Stock (assuming conversion of the Series D Preferred Stock) to sell; grant any option, right, or warrant execute and deliver to purchase; or otherwise transfer or dispose of, directly or indirectly, the Company a letter agreement pursuant to which such transferee agrees (and to cause each other Person to whom it Transfers any shares of Common Stock if, after giving effect to such Transfer, such Person, together with its Affiliates, would beneficially own 1,000,000 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery more shares of Common Stock or other securities, in cash, or otherwise. The foregoing provisions (assuming conversion of Series D Preferred Stock) to execute and deliver to the Company a similar letter agreement) to comply with the requirements of this Section 2.9 shall apply only 6.2 (including this sentence) to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, same extent and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions terms and conditions as the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsPurchasers.

Lock-Up Agreement. Each Holder Member hereby agrees that it will in connection with an Initial Public Offering, and upon the request of the managing underwriter in such offering, such Member shall not, without the prior written consent of the such managing underwriter, during the period commencing on three days prior to the effective date of the final prospectus relating to the IPO such registration and ending on until the date specified by the Company and the such managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon 180 days in the request case of an Initial Public Offering or 90 days in the managing underwriter, to the extent required by case of any FINRA rules, for registration other than an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodInitial Public Offering), (i) lend; offer; , pledge; , sell; , contract to sell; sell , grant any option or contract to purchase; , purchase any option or contract to sell; grant any option, right, or warrant to purchase; hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock Units or Unit Equivalents (including any equity securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement Entity) (whether such Units or Unit Equivalents or any such securities are then owned by the Member 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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Units or Unit Equivalents (including equity securities of the IPO Entity) or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, 15.17(d) shall not apply to the sale sales of any shares securities to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only included in such Initial Public Offering or other offering if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party heretootherwise permitted. Each Holder further Member agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in connection with such IPO that Company or the managing underwriter which are consistent with this Section 2.9 the foregoing or that which are necessary to give further effect thereto. Any discretionary waiver or termination EXHIBIT A FORM OF JOINDER AGREEMENT JOINDER AGREEMENT Reference is hereby made to the Limited Liability Company Agreement, dated [DATE], as amended from time to time (the “LLC Agreement”), among [EXISTING MEMBERS] and J.S. Held Management LLC, a company organized under the laws of Delaware (the “Company”). Pursuant to and in accordance with Section 4.01(b) of the restrictions LLC Agreement, the undersigned hereby acknowledges that it has received and reviewed a complete copy of any or the LLC Agreement and agrees that upon execution of this Joinder, such Person shall become a party to the LLC Agreement and shall be fully bound by, and subject to, all of such agreements by the Company or covenants, terms and conditions of the underwriters LLC Agreement as though an original party thereto and shall apply pro rata be deemed, and is hereby admitted as, a Member for all purposes thereof and entitled to all Holders subject to such agreementsthe rights incidental thereto [, based on and shall hold the number status of shares subject to such agreements[MEMBERSHIP CLASS]]. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the LLC Agreement.

Lock-Up Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period 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, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (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 (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-third party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

Lock-Up Agreement. Each Holder hereby From and after the Closing Date until the Lock-up Expiration Date (as defined below) (the “Lock-up Period”), the undersigned Purchaser agrees that it will notthat, without the prior written consent of the managing underwriterCorporation, during the period 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 he, she or it shall not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues directly or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, indirectly (i) lend; offer; pledge; , transfer, sell; , contract to sell; sell (including any short sale), grant 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 ofof any Shares of Common Stock purchased by the Purchaser pursuant to this Purchase Agreement (including, directly or indirectlywithout limitation, any the shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement and Shares of Common Stock of the Corporation which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC), (ii) enter into any Hedging Transaction (as defined below) involving the Shares purchased by the undersigned pursuant to this Purchase Agreement, or shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement, (iii) make any demand for, or exercise any right with respect to, the registration of any Shares or any securities security convertible into or exercisable or exchangeable (directly or indirectly) for the Common Stock held immediately before purchased by the effective date of the IPO Registration Statement undersigned pursuant to this Purchase Agreement, or (iiiv) enter into publicly announce any swap or other arrangement that transfers intention to another, in whole or in part, do any of the economic consequences of ownership of such securities, whether any such transaction described in clause foregoing (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) each of the Company’s outstanding Common Stock foregoing referred to as a “Disposition”), except (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters a) in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the righta bona fide pledge to, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters or similar arrangement in connection with such IPO a bona fide borrowing from, a financial institution, (b) in the event of a change in control of the Corporation whereby 25% or more of the Corporation’s outstanding voting stock is acquired by a third party, (c) in the event that any necessary Governmental Agency approvals that are consistent with this Section 2.9 a condition precedent to the Closing are not obtained for any reason, (d) that the Purchaser may tender a proportionate part of its Shares or that are necessary to give further effect thereto. Any discretionary waiver or termination shares of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.Common Stock

Lock-Up Agreement. Each Holder hereby holder of Registrable Securities agrees that it will in connection with any registered offering of the Common Equity or other equity securities of the Company, and upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of the such managing underwriter, during the period commencing on the effective date of the final prospectus relating to the IPO such registration and ending on on/ the date specified by the Company and the such managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon 180 days in the request case of an IPO or 90 days in the managing underwriter, to case of any registration under the extent required by any FINRA rules, for Securities Act other than an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodIPO), (ia) lend; offer; , pledge; , sell; , contract to sell; sell , grant any option or contract to purchase; , purchase any option or contract to sell; grant any option, right, or warrant to purchase; hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any units or shares of Common Stock Equity or any securities convertible into or into, exercisable for or exchangeable (directly for units or indirectly) for shares of Common Stock Equity held immediately before the effective date effectiveness of the IPO Registration Statement for such offering (whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (iib) 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 (ia) or (iib) above is to be settled by delivery of Common Stock Equity or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, Section4 shall not apply to the sale sales of any shares Registrable Securities to an underwriter be included in such offering pursuant to an underwriting agreementSection 2(a), Section 2(b), Section 2(c) or Section 3(a), and shall be applicable to the Holders holders of Registrable Securities only if all officers and directors of the Company and beneficial owners of 5% of the Common Equity of the Company are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party heretorestrictions. Each Holder further holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in connection with such IPO that Company or the managing underwriter which are consistent with this Section 2.9 the foregoing or that which are necessary to give further effect thereto. Any Notwithstanding anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements5% beneficial owner.

Lock-Up Agreement. Each Holder hereby of Registrable Securities agrees that it will in connection with any underwritten public offering of the Company’s Common Stock or other equity securities, upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of the such managing underwriter, during the period commencing on the effective date of the final prospectus relating to the IPO such registration and ending on the date specified by the Company and the such managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon 180 days in the request case of an IPO or 90 days in the managing underwriter, to the extent required by case of any FINRA rules, for registration other than an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodIPO), (ia) lend; offer; , pledge; , sell; , contract to sell; sell , grant any option or contract to purchase; , purchase any option or contract to sell; grant any option, right, or warrant to purchase; hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or into, exercisable for or exchangeable (directly or indirectly) for shares of Common Stock held immediately before (whether such shares or any such securities are then owned by the effective date of the IPO Registration Statement Holder or are thereafter acquired), or (iib) 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 (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise; provided that any Holder may distribute shares of Common Stock to one or more of its members who agree in writing to be bound by and subject to the terms and conditions set forth in this Section 3 with respect to any registration declared effective prior to such distribution, subject to any contractual lock-up agreement entered into with the underwriters of any underwritten public offering of the Company’s Common Stock. The foregoing provisions of this Section 2.9 shall apply only to the IPO, 3 shall not apply to the sale sales of any shares Registrable Securities to an underwriter be included in such offering pursuant to an underwriting agreementSection 2.1, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto2.2 or Section 2.3. Each Holder further holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in connection with such IPO Company or the managing underwriter that are consistent with this Section 2.9 the foregoing or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

Lock-Up Agreement. Each Holder hereby agrees Ladies and Gentlemen: The undersigned understands that it will notyou, without as representatives (the prior written consent “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the managing underwriterseveral Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Talend S.A., a société anonyme incorporated in the French Republic (the “Company”), and the Selling Shareholders listed in Schedule II to such agreement providing for a public offering (the “Public Offering”) of American Depositary Shares (the “ADSs”) representing ordinary shares of the Company (the “Underlying Shares”) pursuant to a Registration Statement on Form F-1 to be filed with the U.S. Securities and Exchange Commission (the “SEC”), and a Registration Statement on Form F-6 previously filed with the SEC. In consideration of the agreement by the Underwriters to offer and sell the ADSs, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period commencing on specified in the date of following paragraph (the final prospectus relating to “Lock-Up Period”), the IPO and ending on the date specified by the Company and the managing underwriter (such period undersigned will not to exceed one hundred eighty (180) daysoffer, which period may be extended upon the request of the managing underwritersell, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (i) lend; offer; pledge; sell; contract to sell; sell , pledge, grant any option or contract to purchase; purchase , make any option or contract to sell; grant any optionshort sale, rightfile a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to, or warrant to purchase; or otherwise transfer or dispose ofof (including, directly or indirectlywithout limitation, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences consequence of ownership of such securitiesinterest), whether any such transaction described in clause (i) or (ii) above is of these transactions are to be settled by delivery of Common Stock ADSs or Underlying Shares or other securitiessecurities of the Company that are substantially similar to ADSs or Underlying Shares, in cashcash or otherwise, nor publicly disclose the intention to offer, sell, contract to sell, pledge, grant any option to purchase, purchase any option or contract to sell, grant any right or warrant to purchase, make any short sale, file a registration statement under the Securities Act, or otherwiseotherwise dispose of any ADSs or Underlying Shares, or any options or warrants to purchase any ADSs or Underlying Shares, or any securities convertible into, exchangeable for or that represent the right to receive ADSs or Underlying Shares, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”), other than any ADSs or Underlying Shares sold pursuant to the Public Offering as contemplated by the Underwriting Agreement or as otherwise provided herein. The foregoing provisions restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of this Section 2.9 shall apply only to the IPOUndersigned’s Shares even if the Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, shall not apply to the sale or grant of any shares right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Undersigned’s Shares. If the undersigned is an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) officer or director of the Company’s outstanding Common Stock (after giving effect , the undersigned further agrees that the foregoing provisions shall be equally applicable to conversion into Common Stock of all outstanding Series A Preferred Stock)any issuer-directed ADSs the undersigned may purchase in the Public Offering. The underwriters in connection with initial Lock-Up Period will commence on the IPO are intended third-party beneficiaries date of this Section 2.9 Lock-Up Agreement and shall have continue for 90 days after the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based public offering date set forth on the number of shares subject final prospectus used to such agreements.sell the ADSs (the “Public Offering Date”) pursuant to the Underwriting Agreement. Notwithstanding the foregoing, the undersigned may:

Lock-Up Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriterunderwriter(s), during the period commencing on the date of the final prospectus relating to the IPO initial registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 (the “IPO”) and ending on the date specified by the Company and the managing underwriter underwriter(s) (such period not to exceed one hundred eighty (180) days, which or such other period as may be extended upon required to accommodate applicable regulatory restrictions on (1) the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings publication or other public release within fifteen distribution of research reports and (152) days of analyst recommendations and opinions, including, but not limited to, the expiration of the 180-day lockup periodrestrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (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 (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 10 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five one percent (51%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock)) are subject to the same restrictions. The underwriters in connection with the IPO such registration are intended third-party beneficiaries of this Section 2.9 10 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO registration that are consistent with this Section 2.9 10 or that are necessary to give further effect thereto. Any discretionary waiver If any officer, director or termination one percent (1%) stockholder of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata is granted an early release with respect to all Holders subject to or a portion of the securities held by such agreementsholder from such holder’s lock-up agreement, then each Holder shall also be granted an early release from its obligations hereunder on a pro-rata basis based on the number aggregate percentage of shares subject held by the officers, directors or one percent (1%) stockholders being released from such holders lock-up agreements; provided, however, that such release of the Holders shall not apply to such agreementsearly releases of officers, directors and greater than one percent (1%) stockholders approved by the Board of Directors which involve financial hardship situations of up to $1,000,000 in the aggregate.

Lock-Up Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO and ending on the date specified by In consideration for the Company and the managing underwriter (such period not agreeing to exceed one hundred eighty (180) daysits obligations under this Agreement, which period may be extended each Holder of Registrable Securities agrees, in connection with any underwritten public offering of Company’s securities, upon the request of the underwriters managing underwritersuch underwritten offering, not to the extent required by any FINRA rulesoffer, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodpledge, (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, rightright or warrant for the sale of, or warrant to purchase; otherwise sell or otherwise transfer or dispose of, directly or indirectly, any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for the Company’s Common Stock, whether now owned or exchangeable hereafter acquired by the Holder or with respect to which the Holder has or hereafter acquires the power of disposition, other than to the Company, in such public offering or in a transfer of the type permitted by the last sentence of Section 2 hereof (directly or indirectlycollectively, “Sale Transactions”), during the period specified by the Company’s Board of Directors at the written request of the Company’s underwriters, with such period not to exceed (i) for Common Stock held immediately before in the case of the Company’s initial public offering, 180 days following the effective date of the IPO Registration Statement or registration statement of the Company filed under the Securities Act with respect to the initial public offering, and (ii) enter into in the case of any swap or other arrangement that transfers to anotherunderwritten public offering, in whole or in part, any 90 days following the date of the economic consequences of ownership of final prospectus for such securities, whether any such transaction described public offering (the 180-day period specified in clause subsection (i) above and the 90-day period specified in this subsection (ii), the “Lock-Up Period”), in each case unless the underwriters managing such public offering otherwise agree in writing. Notwithstanding the foregoing, if required pursuant to then-applicable rules or regulations of FINRA, the Commission or any securities exchange on which the applicable class of the Company’s capital stock is then listed or traded, (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii2) above is prior to be settled the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by delivery this Agreement shall continue to apply until the expiration of Common Stock the 18-day period beginning on the issuance of the earnings release or other securitiesthe announcement of the material news or the occurrence of the material event, unless the underwriters waive such extension in cash, or otherwisewriting. The foregoing provisions Holder hereby further agrees that if the requirements set forth in the immediately preceding sentence are then applicable, prior to engaging in any Sale Transaction that is subject to the terms of this Section 2.9 shall apply only 10 during the period to and including the 34th day following the expiration of the original Lock-Up Period, it will give notice thereof to the IPOCompany and will not consummate such Sale Transaction unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to this paragraph) has expired. Notwithstanding the foregoing, nothing in this Section shall not apply restrict any Sale Transaction to which the sale underwriters consent in writing, and provided, further, that the foregoing covenants of the Holders shall be of no force or effect in respect of any shares to an underwriter pursuant to an underwriting agreementoffering unless each of the members of the Company Board, and shall be applicable to the Holders only if all each of its executive officers and directors are subject each other securityholder to the same restrictions and whom the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five has granted any registration rights hereafter (and, in the case of the Company’s initial public offering, each of the holders of at least two percent (52%) (on a fully-diluted basis) of the Company’s outstanding Common Stock (after giving effect or any securities convertible into or exchangeable or exercisable for Common Stock) are subject to conversion into Common Stock restrictions on Sale Transactions that are at least as restrictive as those applicable to the Holders and the Holders are entitled, on a pari passu basis pro rata to the number of all outstanding Series A Preferred Stock)shares then held, to any release of such restrictions to which such officers, directors and other holders may become entitled. The underwriters Each Holder agrees that the Company may instruct its transfer agent to place stop-transfer notations in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority its records to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably of this Section, and if requested by the underwriters in connection with such IPO that are underwriters, to sign a customary form of lock-up agreement consistent with this Section 2.9 or the foregoing, that are necessary to give further effect thereto. Any discretionary waiver or termination in no event shall have a duration in excess of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsapplicable periods described above.

Lock-Up Agreement. Each Holder hereby holder of Registrable Securities agrees that it will in connection with any registered offering of the Common Stock or other equity securities of the Company, and upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of the such managing underwriter, during the period commencing on the effective date of the final prospectus relating to the IPO such registration and ending on the date specified by the Company and the such managing underwriter (such period not to exceed one hundred eighty (180) 180 days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period), (ia) lend; offer; , pledge; , sell; , contract to sell; sell , grant any option or contract to purchase; , purchase any option or contract to sell; grant any option, right, or warrant to purchase; hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or into, exercisable for or exchangeable (directly or indirectly) for shares of Common Stock held immediately before the effective date effectiveness of the IPO Registration Statement for such offering/(whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (iib) 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 (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, 6.17 shall not apply to the sale sales of any shares Registrable Securities to an underwriter be included in such offering pursuant to an underwriting agreementSection 6.1 or 6.3, and shall be applicable to the Holders holders of Registrable Securities only if all officers and directors are subject to the same restrictions and of the Company uses commercially reasonable efforts to obtain a similar agreement from and all stockholders individually owning more than five percent (5%) 10% of the Company’s outstanding Common Stock (after giving effect are subject to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party heretosame restrictions. Each Holder further holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in connection with such IPO that Company or the managing underwriter which are consistent with this Section 2.9 the foregoing or that which are necessary to give further effect thereto. Any Notwithstanding anything to the contrary contained in this Section 6.17, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 6.17 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or all holder of such agreements by greater than 10% of the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsoutstanding Common Stock.

Lock-Up Agreement. Each Holder hereby agrees that it will At or prior to the closing of the IPO, the Employee Investor shall enter into a lock-up agreement with the representative of the underwriters of the IPO, Banc of America Securities LLC, pursuant to which, subject to certain limited exceptions, the Employee Investor shall not, without the prior written consent of Banc of America Securities LLC, directly or indirectly, offer, sell, contract or grant any option to sell, pledge, transfer, hedge or otherwise dispose of, or make any demand for, or exercise any right for the managing underwriterregistration of (i) any shares of Common Stock purchased hereby, until 180 days after the consummation of FAC’s initial business combination, unless, subsequent to such initial business combination, the closing price of the Common Stock equals or exceeds $14.25 per share for any 20 trading days within any 30 trading-day period, (ii) any shares of Common Stock purchased prior to or in connection with the IPO or in the secondary market (whether part of units or not), until 180 days after FAC’s initial business combination, (iii) any warrants purchased in the IPO or in the secondary market, until after FAC’s initial business combination and (iv) any of the Warrants or the shares of Common Stock underlying such Warrants, until after the consummation of FAC’s initial business combination. The exceptions include transfers to permitted transferees, charitable organizations and trusts for estate planning purposes, transfers to FAC’s executive officers and directors, transfers pursuant to a qualified domestic relations order, in the event of a merger, capital stock exchange, stock purchase, asset acquisition or other similar transaction which results in all of FAC’s stockholders having the right to exchange their shares of Common Stock or other securities for cash, securities or other property subsequent to the consummation of FAC’s initial business combination. However, if (a) during the last 17 days of the applicable lock-up period commencing described in this paragraph, FAC, or a successor company, issue material news or a material event relating to FAC occurs or (b) before the expiration of the applicable lock-up period described in this paragraph, FAC announce that material news or a material event will occur during the 16 day period beginning on the last day of such applicable lock up period, such applicable lock-up period will be extended for up to 18 days beginning 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, which period may be extended upon the request issuance of the managing underwriter, to material news or the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days occurrence of the expiration of the 180-day lockup period, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsmaterial event.

Lock-Up Agreement. Each Holder hereby agrees Ladies and Gentlemen: The undersigned understands that it will notyou, without as representatives (the prior written consent “Representatives”), propose to enter into an Underwriting Agreement on behalf of the managing underwriterseveral Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Jamf Holding Corp. a Delaware corporation (the “Company”), and certain selling stockholders named therein, providing for a public offering (the “Public Offering”) of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period commencing on beginning from the date of this Lock-Up Agreement and continuing to and including the date that is 90 days after the date set forth on the final prospectus relating (the “Prospectus”) used to sell the IPO Shares (the “Lock-Up Period”), the undersigned shall not, and ending on the date specified by the Company and the managing underwriter (such period shall not to exceed one hundred eighty (180) days, which period may be extended upon the request cause or direct any of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodits affiliates to, (i) lend; offer; pledge; , sell; , contract to sell; sell , pledge, grant any option or contract to purchase; purchase , lend, make any option or contract to sell; grant any option, right, or warrant to purchase; short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into into, exchangeable for or exercisable or exchangeable (directly or indirectly) for that represent the right to receive shares of Common Stock held immediately before the effective date of the IPO Registration Statement Company (such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation any such shares or Derivative Instruments, now owned or hereafter acquired, by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the "Undersigned's Shares"), (ii) enter into engage in any swap hedging or other transaction or arrangement that transfers which is designed to anotheror which reasonably could be expected to lead to or result in a sale, in whole loan, pledge or in part, other disposition (whether by the undersigned or someone other than the undersigned) of any shares of Common Stock of the economic consequences of ownership of such securitiesCompany or Derivative Instruments, whether any such transaction described in clause (i) or (ii) above is to arrangement by the undersigned would be settled by delivery of Common Stock or other securities, in cashcash or otherwise (any such sale, loan, pledge or other disposition, or otherwisetransfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The foregoing provisions undersigned represents and warrants that the undersigned is not, and has not caused or directed any of this Section 2.9 shall apply only its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period, except as would otherwise be permitted hereunder. Such prohibited hedging or other transactions or arrangements described in clause (ii) above would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option, or any combination thereof) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Shares. In addition, the undersigned agrees that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any of the Undersigned’s Shares during the Lock-Up Period. Notwithstanding the foregoing, to the IPOextent the undersigned has demand and/or piggyback registration rights under any registration rights agreement described in the Prospectus, shall the undersigned may notify the Company privately that the undersigned is or will be exercising its demand and/or piggyback registration rights under any such registration rights agreement following the expiration of the Lock-Up Period and undertake preparations related thereto; provided that the foregoing notification and/or preparations do not apply to request, require or result in the sale filing or confidential submission of a registration statement with the SEC or any shares to an underwriter pursuant to an underwriting agreementother public announcement or activity regarding such registration by the undersigned, the Company or any third party during the Lock-Up Period (and no such filing, confidential submission, public announcement or activity shall be applicable to voluntarily made or taken by the Holders only if all officers and directors are subject to the same restrictions and undersigned, the Company uses commercially reasonable efforts to obtain or any third party during the Lock-Up Period). If the undersigned is not a similar agreement from all stockholders individually owning more than five percent natural person, the undersigned represents and warrants that no single natural person, entity or “group” (5%within the meaning of Section 13(d)(3) of the Company’s outstanding Common Stock Securities Exchange Act of 1934, as amended) (after giving effect to conversion into Common Stock the “Exchange Act”) beneficially owns, directly or indirectly, 50% or more of all outstanding Series A Preferred Stockthe common equity interest, or 50% or more of the voting power, in the undersigned, except for a natural person, entity or group (as described above), that has executed a Lock Up Agreement in substantially the same form as this Lock Up Agreement. The underwriters in connection with the IPO are intended third-party beneficiaries For purposes of this Section 2.9 and paragraph, “beneficially owns” shall have the right, power, and authority to enforce the provisions hereof as though they were mean solely a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination pecuniary interest under Rule 16a-1(a)(2) of the restrictions of any or all of such agreements by rule promulgated under the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsExchange Act.

Lock-Up Agreement. Each Holder hereby agrees that it will notDuring the Lock-up Period, not to, without the prior written consent of the managing underwriterCitigroup Global Markets Inc., during the period 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) daysoffer, which period may be extended upon the request of the managing underwritersell, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (i) lend; offer; pledge; sell; contract to sell; sell , pledge or otherwise dispose of (or enter into any option or contract to purchase; purchase any option or contract to sell; grant any option, righttransaction which is designed to, or warrant might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to purchase; cash settlement or otherwise transfer otherwise) by a Selling Unitholder or dispose of, any affiliate of such Selling Unitholder or any person in privity with the Selling Unitholder) directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares Common Units of the Partnership or any other securities of the Partnership that are substantially similar to Common Stock Units, or any securities convertible into or exchangeable or exercisable for, or exchangeable any warrants or other rights to purchase, the foregoing; or publicly announce an intention to effect any such transaction, except, in each case, (directly or indirectlyi) for Common Stock held immediately before the effective date registration of the IPO Registration Statement or offer and sale of the Units as contemplated by this Agreement and the sale of the Units to the Underwriters pursuant to this Agreement, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any for a bona fide pledge of the economic consequences Common Units in existence on the date hereof and (iii) for a transfer of ownership Common Units to an affiliate (as defined in Rule 405 promulgated under the Securities Act), provided that the transferee shall hold such transferred Common Units subject to this Section 7(a). Notwithstanding the foregoing, if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of such securitiesthe Lock-Up Period and ends on the last day of the Lock-Up Period, whether any such transaction described in clause (i) the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (iib) above is prior to be settled the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall continue to apply only to until the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) expiration of the Company’s outstanding Common Stock date that is fifteen (15) calendar days plus three (3) business days after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have date on which the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination issuance of the restrictions of any or all of such agreements by the Company earnings release or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.material news or material event occurs;

Lock-Up Agreement. Each Holder hereby agrees that it Notwithstanding any provision of this Agreement to the contrary, except for Transfers pursuant to Sections 3 and 5, from and after the date hereof each Stockholder (other than the trusts identified on Schedule B) will not, without the prior written consent of the managing underwriterCompany, during the period 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) daysjointly or individually, which period may be extended upon the request of the managing underwriterTransfer, to the extent required by offer, make any FINRA rulesshort sale of, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (i) lend; offer; pledge; sell; contract to sell; sell , lend, grant any option or contract to purchase; for the purchase any option or contract to sell; grant any option, rightof, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares Shares owned of Common Stock record or beneficially by such Stockholder until June 30, 2000 (the "INITIAL LOCK-UP PERIOD"); provided, however, that the Initial Lock-up Period shall be further extended until up to December 31, 2000 (the "EXTENDED LOCK-UP PERIOD") with respect to any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement that transfers to anotherStockholder who, in whole or in part, together with any of such Stockholder's Stockholder Controlled Entities, receives additional gross proceeds (the economic consequences of ownership of such securities, whether any such transaction described in clause (i"ADDITIONAL SALE PROCEEDS") or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply to from the sale of shares in one or any combination of public offerings (excluding the sale of up to 9 million shares in the Proposed Public Offering, but including any shares in excess of 9 million shares sold in the Proposed Public Offering), private placements, or any Company share repurchases (with each Stockholder eligible to an underwriter pursuant participate in any private placements or share repurchases at a level at least equal to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and that Stockholder's percentage equity ownership interest in the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of immediately preceding the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock's initial public offering). The underwriters extent of the Extended Lock-up Period shall be determined by multiplying six months by a fraction (the "EXTENDED LOCK-UP FRACTION"). The numerator of the Extended Lock- up Fraction shall be equal to the actual Additional Sale Proceeds received by the Stockholder divided by $120 million. The denominator of the Extended Lock-up Fraction shall be equal to the Stockholder's percentage ownership interest in connection with the IPO are intended third-party beneficiaries Company immediately preceding the Company's initial public offering. For example, if a Stockholder received Additional Sale Proceeds of this Section 2.9 and shall have the right, power$5 million, and authority that Stockholder's percentage ownership interest prior to enforce the provisions hereof initial public offering were 5%, then the Extended Lock-up Period would run for 5 months, calculated as though they were follows: $5 million/$120 million ----------------------- 6 months x .05 = 5 months If any Stockholder elects not to participate in a party heretoliquidity event that generates Additional Sale Proceeds, then the lock-up period for that Stockholder shall expire on June 30, 2000. Each Holder further agrees to execute such agreements as may In the event Additional Sale Proceeds exceed $120 million, then the Extended Lock-up Period shall be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsan additional negotiated extension."

Lock-Up Agreement. Each Holder hereby agrees To Whom It May Concern: The undersigned understands that it will notyou, without as representatives (the prior written consent “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the managing underwriterseveral Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Olo Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) of the Class A Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”). The Class A Common Stock and Class B Common Stock of the Company are referred to herein, collectively, as the “Common Stock.” In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period commencing on beginning from the date of this letter (the “Lock-Up Agreement”) and continuing to and including the date 175 days after the date set forth on the final prospectus relating (the “Prospectus”) used to sell the Shares, subject to earlier termination pursuant to the IPO terms hereof (the “Lock-Up Period”), the undersigned shall not, and ending on the date specified by the Company and the managing underwriter (such period shall not to exceed one hundred eighty (180) days, which period may be extended upon the request cause or direct any of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodits affiliates to, (i) lend; offer; pledge; , sell; , contract to sell; sell , pledge, grant any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; lend or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into into, exchangeable for or exercisable or exchangeable (directly or indirectly) for that represent the right to receive shares of Common Stock held immediately before the effective date of the IPO Registration Statement Company (such options, warrants, stock appreciation rights or other securities, collectively, “Derivative Instruments”), including without limitation any such shares or Derivative Instruments now owned or hereafter acquired by the undersigned, (ii) enter into engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other arrangement that transfers derivative transaction or instrument, however described or defined) which is designed to anotheror which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Common Stock of the economic consequences of ownership of such securitiesCompany or Derivative Instruments, whether any such transaction described in clause or arrangement (ior instrument provided for thereunder) or (ii) above is to would be settled by delivery of Common Stock or other securities, in cashcash or otherwise (any such sale, loan, pledge or other disposition, or otherwisetransfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period. For the avoidance of doubt, if the undersigned is an officer under the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed or other Shares the undersigned may purchase in the Public Offering. If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a natural person, entity or “group” (as described above) that has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned. If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed or will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver in accordance with the requirements under the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5131 (or any successor provision thereto). Any release or waiver granted by the Representatives hereunder to any such officer (under the rules and regulations of FINRA) or director shall only be effective two business days after the publication date of such press release. The provisions of this Section 2.9 shall paragraph will not apply only if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Agreement to the IPOextent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, shall not apply to if the sale undersigned is an employee (including any former employee of the Company, but excluding any shares to an underwriter pursuant to an underwriting agreementdirector, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) executive officer or certain members of the Company’s outstanding management team named in Schedule I hereto), the undersigned may sell in the public market (subject to the terms and conditions of the Company’s xxxxxxx xxxxxxx policy, beginning at the commencement of trading on the first Trading Day on which the Common Stock (after giving effect to conversion into Common is traded on the New York Stock of all outstanding Series A Preferred Stock). The underwriters in connection with Exchange and ending on the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination last day of the restrictions of any quarter following the most recent quarter for which quarterly or all of such agreements by annual, as applicable, financial statements are included in the Company or the underwriters shall apply pro rata to all Holders subject to such agreementsProspectus, based on the a number of shares subject of Common Stock not in excess of 20% of the aggregate number of shares of Common Stock owned by the undersigned or issuable upon exercise of vested options to purchase shares of Common Stock, or any stock appreciation rights, in each case, owned by the undersigned as of March 8, 2021. The release of the undersigned’s shares from the restrictions contained in this Lock-Up Agreement pursuant to this paragraph shall not include shares owned by any limited liability company, partnership, corporation, trust or other entity (including, without limitation, any investment fund), unless all of the equity interests and other economic interests in such agreements.entity are owned exclusively by the undersigned and immediate family members of the undersigned. Notwithstanding the foregoing, in addition to, and not by way of limitation of, any transfers by the undersigned that are permitted pursuant to the paragraph above, the undersigned may:

Lock-Up Agreement. Each Holder In connection with the issuance of this Note, Investor hereby acknowledges and agrees that, if all of the Company’s executive officers, directors and 80% or more of all shareholders individually holding more than 1% of the Common Stock of the Company enter into lock-up agreements (the “Lock-Up Agreements”) with the applicable underwriters in connection with the filing of a registration statement including a prospectus setting forth an estimated offering price range with the Securities and Exchange Commission (the “SEC”) that is reasonably anticipated at the time of such filing to result in an Initial Public Offering, upon the Company’s request, Investor will enter into a lock-up agreement with the underwriters of such Initial Public Offering and upon such underwriters’ request, it will notagree, without the effective no later than one week prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO and ending on distribution of a preliminary prospectus in connection with the date specified by the Company and the managing underwriter (commencement of marketing activities in respect of such period contemplated Initial Public Offering, not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (ia) 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, right or warrant to purchase; purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement Company (whether such shares or any such securities are then owned by the Investor or are thereafter acquired) or (iib) 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 securitiesthe Common Stock of the Company, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions , without the prior written consent of the Company or such underwriters, as the case may be; provided that such lock-up agreement shall not restrict the ability of such holder of this Note to convert this Note pursuant to Section 2.9 4, is not more restrictive in any material respect than any of the Lock-up Agreements, and includes provisions for the pro rata release from such lock-up agreement entered into by the Investor of shares of Common Stock or other securities subject thereto upon the release of such shares or other securities from any of the Lock-up Agreements and contains provisions otherwise at least as favorable to Investor as those contained in any of the Lock-up Agreements; provided, further that, (1) the pro rata release provision shall not apply (a) unless the underwriters have first waived more than 1%, in the aggregate, of the Common Stock of the Company from such prohibitions or (b)(i) if the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter agreement, and (2) if the release or waiver is granted solely to allow a holder of Common Stock of the Company to participate as a selling stockholder in a follow-on public offering of such Common Stock of the Company pursuant to a registration statement that is filed with the SEC, the pro rata release provision shall apply only to the IPO, shall not apply extent necessary to the sale of any shares allow Investor to an underwriter pursuant participate in such follow-on offering with respect to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested securities sold by the underwriters Investor in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsoffering.

Lock-Up Agreement. Each Holder You represent and warrant to Indus that you are the beneficial owner of 3,391,956 shares of Indus common stock (excluding the Shares) and 160,000 shares subject to outstanding options and warrants (collectively, the "Owned Shares") (which represent beneficial ownership of less than 10% of the outstanding common stock of Indus), that you hold all Owned Shares free and clear of any and all liens and encumbrances and that you have the sole power of disposition with respect to all Owned Shares. You also represent and warrant to Indus that neither you nor any of your affiliates (who beneficially own any of the Owned Shares) is a party to any option, warrant, purchase right, or other contract or commitment that could require you or it to sell, transfer, or otherwise dispose of any capital stock of Indus, other than this letter agreement and that neither you nor any of such affiliates is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Indus. You agree that, except as contemplated hereby agrees that it will not, without or with the prior written consent of the managing underwriterIndus, during the period 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 you will not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues directly or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, indirectly (i) lend; offer; sell, pledge; sell; contract to sell; sell any , encumber, grant an option or contract to purchase; purchase any option or contract to sell; grant any optionwith respect to, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock the Owned Shares or any securities convertible into economic, voting or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date other interest in any of the IPO Registration Statement Owned Shares, or (ii) enter into any swap an agreement, commitment or other arrangement that transfers to anothersell, in whole pledge, encumber, grant an option with respect to, transfer or in part, dispose of any of the economic consequences of ownership of such securitiesOwned Shares or any economic, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock voting or other securitiesinterest therein, for a period of one year from the date hereof. Notwithstanding the foregoing, you are permitted to make bona fide gifts of shares to your lineal descendants; provided that, prior to the effectiveness of any proposed transfer, the transferee has agreed in cash, writing to hold such shares (or otherwise. The foregoing provisions interest in such shares) subject to the terms of this Section 2.9 shall apply only 6. You also understand and agree to take all necessary action to the IPOeffect that all of the Owned Shares will be certificated and that certificate(s) representing the Owned Shares will bear the following legend: THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A LETTER AGREEMENT BETWEEN XXXXXX X. XXXXXX AND INDUS INTERNATIONAL, shall not apply INC. ("INDUS") WHICH CONTAINS PROVISIONS RESTRICTING THE TRANSFER OF SUCH SHARES BY XX. XXXXXX. THESE SHARES AND INTERESTS IN THESE SHARES MAY NOT BE SOLD, PLEDGED, ENCUMBERED, TRANSFERRED OR DISPOSED OF, EXCEPT TO THE LINEAL DESCENDANTS OF XX. XXXXXX OR PURSUANT TO THE PRIOR WRITTEN CONSENT OF INDUS. IN ADDITION, THESE SHARES MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH FEDERAL AND APPLICABLE STATE SECURITIES LAWS. Indus agrees that it will provide to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall transfer agent all necessary documentation such that the foregoing legend will be applicable to removed by the Holders only if all officers and directors are subject to transfer agent at the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) expiration of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsrestricted period.

Lock-Up Agreement. Each Holder hereby agrees At any time prior to the earlier of (a) January 28, 2003 and (b) the date that it will not, without the prior written consent Purchaser ceases to beneficially own 5% or more of the managing underwriterCommon Stock, during the period commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company and its underwriters, by written notice from the managing Company and its lead underwriter to the Purchaser (such period a "Lock-up Request"), given as provided herein on or after the time of the initial filing with the Commission of any registration statement with respect to any offering of Common Stock or securities convertible into Common Stock (the "Offering"), may request that the Purchaser agree not to exceed one hundred eighty (180) daysoffer, which period may be extended upon the request sell or transfer any of the managing underwriter, Purchased Shares or engage in any hedging or similar transactions with respect to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of Purchased Shares during the 180-day lockup periodperiod (the "Lock-up Period") beginning on a date specified in the Lock-up Request, which date may be as early as five (5) Business Days prior to the closing date of the Offering (but no later than the closing date of the Offering), and the Purchaser agrees to consent to and be bound by the restrictions specified in any such Lock-up Request. The foregoing notwithstanding, no Lock-up Request shall be effective and binding upon the Purchaser unless a similar lock-up is imposed upon all Persons beneficially owning 5% or more of the Common Stock with respect to which the Company then has the power to request or impose such lock-up. Any such lock-up imposed upon any other Person shall be for the shorter of (i) lend; offer; pledge; sell; contract the Lock-up Period and (ii) the maximum period the Company has the right or power to sell; sell impose upon such other Person. The Lock-up Period may be terminated as to the Purchaser on written notice from either the Company or the lead underwriter of the Offering, and automatically shall be terminated immediately as to the Purchaser in the event it is terminated as to any option other Person (including the Company and its Affiliates) or contract any other Person is otherwise released from any lock-up obligations with respect to purchase; purchase the Offering. The Company shall specify the expected effective date of any option Offering by notice to the Purchaser given not later than two (2) Business Days prior to the beginning of the Lock-up Period. The Purchaser shall cause each Person, together with its Affiliates, to whom it Transfers, in one or contract a series of related transactions, 100,000 or more shares of Common Stock to sell; grant any option, right, or warrant execute and deliver to purchase; or otherwise transfer or dispose of, directly or indirectly, the Company a letter agreement pursuant to which such transferee agrees (and to cause each other Person to whom it Transfers any shares of Common Stock if, after giving effect to such Transfer, such Person, together with its Affiliates, would beneficially own 100,000 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery more shares of Common Stock or other securities, in cash, or otherwise. The foregoing provisions to execute and deliver to the Company a similar letter agreement) to comply with the requirements of this Section 2.9 shall apply only 6.2 (including this sentence) to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, same extent and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions terms and conditions as the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsPurchaser.

Lock-Up Agreement. Each Holder The Shareholder hereby agrees that it acknowledges and understands that, in connection with the OSI Initial Public Offering, the representatives (the "Representatives") of the underwriters (the "Underwriters") propose to enter into an underwriting or purchase agreement (the "Purchase Agreement") with OSI, among others, providing for the public offering of shares of OSI Common Stock. The Shareholder hereby acknowledges and understands that, in connection with the entering into of such Purchase Agreement, the Representatives, on behalf of the Underwriters, will require the execution and delivery by the undersigned of an agreement (the "Lock-Up Agreement") substantially to the effect that, during a period of 180 days from the date of the Purchase Agreement, the Shareholder will not, without the prior written consent of the managing underwriter, during the period commencing on the date of lead manager named in 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) daysOSI Registration Statement, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues directly or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodindirectly, (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, rightright or warrant for the sale of, or warrant to purchase; otherwise dispose of or otherwise transfer any Exchangeable Shares or dispose of, directly or indirectly, any shares of OSI Common Stock or any securities convertible into or exchangeable or exercisable for Exchangeable Shares or exchangeable (directly or indirectly) for OSI Common Stock held immediately before Stock, whether owned at the effective date of the IPO Registration Statement Purchase Agreement or thereafter acquired by the Shareholder or with respect to which the Shareholder had at the date of the Purchase Agreement or thereafter acquires the power of disposition, or file any registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of such securitiesthe Exchangeable Shares or OSI Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Exchangeable Shares or OSI Common Stock or other securities, in cash, cash or otherwise. The foregoing provisions Notwithstanding the foregoing, without obtaining the prior written consent of this Section 2.9 shall apply only the lead manager named in the final OSI Registration Statement, the Shareholder will be permitted to the IPO, shall not apply to the sale transfer Exchangeable Shares or shares of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are OSI Common Stock otherwise subject to the same restrictions and the Company uses commercially reasonable efforts Lock-Up Agreement to obtain a similar agreement from all stockholders individually owning more than five percent (5%) any immediate family member of the Company’s outstanding Common Stock (after giving effect Shareholder, any trust established for the benefit of any such immediate family member or any corporation wholly owned by the Shareholder or any combination of the Shareholder and any of the foregoing, provided that, prior to conversion into Common Stock such transfer and as a condition thereof, the transferee shall deliver to the Representatives a written agreement to be bound by the restrictions set forth in the Lock-Up Agreement until the expiration of all outstanding Series A Preferred Stock)the aforementioned 180-day period. The underwriters Shareholder hereby irrevocably constitutes and appoints each of Dougxxx Xxxxxxx xxx Cindx Xxxxxx, xx either of them, as the Shareholder's true and lawful attorney-in-fact and agent to execute and deliver to the Representatives in the name and on behalf of the Shareholder the Lock-Up Agreement substantially to the effect set forth above and to take such other actions on behalf of the Shareholder in connection with the IPO are intended thirdLock-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements Up Agreement as may be reasonably requested by necessary. The Shareholder hereby represents and warrants to OSI and the underwriters Underwriters (a) that each of Mr. Xxxxxxx xxx Ms. Xxxxxx xx irrevocably authorized to execute and deliver to the Representatives in the name and on behalf of the Shareholder such a Lock-Up Agreement and to take such other actions on behalf of the Shareholder in connection with the Lock-Up Agreement as may be reasonably necessary and (b) that upon such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination execution and delivery by such attorney-in-fact on behalf of the restrictions Shareholder, such Lock-Up Agreement will constitute the legal, valid and binding obligation of any the Shareholder, enforceable against the Shareholder in accordance with its terms, except as such enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders similar laws affecting creditors' rights generally and (ii) subject to such agreementsgeneral principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Shareholder hereby confirms that he, based she or it understands that the Underwriters and OSI will rely upon the foregoing in proceeding with the OSI Initial Public Offering. The foregoing shall be binding on the number of shares subject to such agreementsShareholder and his, her or its respective successors, heirs, personal representatives and assigns.

Lock-Up Agreement. Each Holder hereby Subscriber covenants and agrees that it from the date hereof until May 31, 2021, each Subscriber will not, without and will cause all its affiliates (as defined in Rule 144 promulgated under the prior written consent Securities Act) or any person in privity with the Subscriber or any affiliate of the managing underwriter, during the period 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 Subscriber not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodto, (i) lend; offer; pledge; sell; contract , offer to sell; sell , contract or agree to sell, hypothecate, pledge, grant any option or contract to purchase; purchase , make any option or contract to sell; grant any option, right, or warrant to purchase; short sale or otherwise transfer dispose of or agree to dispose of, directly or indirectly, any shares of the Company’s Common Stock, par value $0.000001 (including the Shares) or Common Stock equivalents purchased hereunder, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to any securities convertible into or exercisable or exchangeable (directly or indirectly) for shares of Common Stock held immediately before (including the effective date Shares) or Common Stock equivalents purchased hereunder by the Subscriber (including holding as a custodian) or with respect to which the Subscriber has beneficial ownership within the rules and regulations of the IPO Registration Statement Commission as a result of being purchased hereunder, 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 securitiesany of the Subscriber’s Common Stock (including the Shares) purchased hereunder, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock (including the Shares) or other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only , (iii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the IPO, shall not apply to the sale registration of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into including the Shares) or Common Stock equivalents or (iv) publicly disclose the intention to do any of all outstanding Series A Preferred Stock)the foregoing. The underwriters For the avoidance of doubt and notwithstanding the foregoing, it is understood that the foregoing shall not impact the Subscriber’s ability to sell or take any of the foregoing actions in connection with the IPO are intended third-party beneficiaries respect of this Section 2.9 and shall have the right, power, and authority its shares of Common Stock or shares of Common Stock underlying previously issued warrants to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested purchase Common Stock held by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based Subscriber on the number of shares subject to such agreementsdate hereof.

Lock-Up Agreement. Each Holder hereby holder of Registrable Securities agrees that it will in connection with any public offering of the Company's Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of the such managing underwriter, during the period commencing on the date pricing of the final prospectus relating any offering pursuant to the IPO such registration and ending on the date specified by the Company and the such managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon 180 days in the request case of an IPO or 90 days in the managing underwriter, to the extent required by case of any FINRA rules, for registration other than an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodIPO), (ia) lend; offer; , pledge; , sell; , contract to sell; sell , grant any option or contract to purchase; , purchase any option or contract to sell; grant any option, right, or warrant to purchase; hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or into, exercisable for or exchangeable (directly or indirectly) for shares of Common Stock held immediately before (whether such shares or any such securities are then owned by the effective date of the IPO Registration Statement Holder or are thereafter acquired), or (iib) 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 (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, 3 shall not apply to the sale sales of any shares Registrable Securities to an underwriter be included in such offering pursuant to an underwriting agreement, Section 2(a) and shall be applicable to the Holders holders of Registrable Securities only if all officers and directors of the Company and all stockholders owning more than 10% of the Company's outstanding Common Stock are subject to the same restrictions and restrictions. Notwithstanding anything to the Company uses commercially reasonable efforts to obtain contrary contained in the foregoing, a similar agreement from all stockholders individually owning more than five percent (5%) holder of Registrable Securities may during the period set forth above transfer any of the Company’s outstanding Common Stock Registrable Securities (after giving effect i) by gift or (ii) to conversion into Common Stock family members; provided, however, that any recipient of all outstanding Series A Preferred Stock). The underwriters Registrable Securities pursuant to clauses (i) and (ii) must agree in connection with writing to be bound by the IPO are intended third-party beneficiaries provisions of this Section 2.9 and shall have the right, power, and authority Agreement as a condition of such gift or transfer to enforce the provisions hereof as though they were a party heretofamily members. Each Holder further holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in connection with such IPO that Company or the managing underwriter which are consistent with this Section 2.9 the foregoing or that which are necessary to give further effect thereto. Any Notwithstanding anything to the contrary contained in this Section 3, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or all holder of such agreements by greater than 10% of the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsoutstanding Common Stock.

Lock-Up Agreement. Each (a) The Holder hereby irrevocably agrees that it the Holder will notnot (and will cause any spouse or family member of the spouse of the Holder, any partnership, corporation or other entity within the Holder’s control, and any trustee or any trust that holds or will hold the Company’s common stock or other securities of the Company for the benefit of the Holder or such spouse or family member not to), without the prior written consent of the managing underwriterCompany, during the period 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, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues directly or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, indirectly: (i) offer for sale, pledge, hypothecate, encumber, lend; offer; pledge; , sell; , contract to sell; , make any short sale, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), liquidate or decrease any “call equivalent position” within the meaning of Section 16 of the Exchange Act, sell any option or contract to purchase; , purchase any option or contract to sell; , grant any option, right, right or warrant to purchase; purchase or otherwise assign, tender, transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of, directly or indirectly), any shares of Common Stock or the Company’s common stock, including any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement Company issued or issuable upon exercise, conversion or exchange of any shares of the Company’s common stock (“Company Common Shares”), including any Company Common Shares that may be deemed to be beneficially owned by the Holder in accordance with the rules and regulations of the United States Securities and Exchange Commission, (ii) enter into any swap swap, hedge or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of such securitiesCompany Common Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Company Common Stock Shares or other securities, in cashcash or otherwise, or otherwise. The (iii) publicly disclose the intention to do any of the foregoing provisions with respect to any Company Common Shares, in each case, from the date of this Section 2.9 shall apply only to First Amendment until the IPOearlier of (i) September 30, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement2013, and shall be applicable to (ii) the Holders only if all officers and directors are subject to date following the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) consummation of the Company’s outstanding Common Stock Change of Control (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stockthe “Lock-Up Period”). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

Lock-Up Agreement. Each Holder hereby holder of outstanding Registrable Securities agrees that it will in connection with an IPO, and upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of the such managing underwriter, during the period commencing on the effective date of the final prospectus relating to the IPO such registration and ending on the date specified by the Company and the such managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period), (ia) lend; offer; , pledge; , sell; , contract to sell; sell , grant any option or contract to purchase; , purchase any option or contract to sell; grant any option, right, or warrant to purchase; hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or into, exercisable for or exchangeable (directly or indirectly) for shares of Common Stock held immediately before the effective date effectiveness of the IPO Registration Statement registration statement for such offering, or (iib) 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 (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, 4 shall not apply to the sale sales of any shares Registrable Securities to an underwriter be included in such offering pursuant to an underwriting agreementSection 2(a), Section 2(b), Section 3(a), and shall be applicable to the Holders holders of Registrable Securities only if all officers and directors are subject to the same restrictions and of the Company uses commercially reasonable efforts to obtain a similar agreement from and all stockholders individually shareholders owning more than five ten percent (510%) of the Company’s outstanding Common Stock (after giving effect are subject to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party heretosame restrictions. Each Holder further holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in connection with such IPO that Company or the managing underwriter which are consistent with this Section 2.9 the foregoing or that which are necessary to give further effect thereto. Any Notwithstanding anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro-rata, from any lock-up agreement entered into pursuant to this Section 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or all holder of such agreements by greater than ten percent (10%) of the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsoutstanding Common Stock.

Lock-Up Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during During the period commencing on the date Closing Date and (A) with respect to fifty percent (50%) of the final prospectus relating to the IPO and Shares, ending on the date specified by the Company and the managing underwriter two (such period not to exceed one hundred eighty (1802) days, which period may be extended upon the request year anniversary of the managing underwriter, Closing Date and (B) with respect to the extent required by any FINRA rules, for an additional period of up to fifteen remaining fifty percent (1550%) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration Shares, ending on the three (3) year anniversary of the 180Closing Date (in each case with respect to the applicable Shares, a “Lock-day lockup periodUp Period”), without the prior approval of the Board of Directors of the Company, the Investor shall 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, rightright or warrant for the sale of, or warrant to purchase; otherwise dispose of or otherwise transfer or dispose of, directly or indirectly, any of the Shares (together with (a) any shares of Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization and (b) any securities convertible into or exercisable or exchangeable (directly or indirectly) for shares of Common Stock held immediately before issued as (or issuable upon the effective date exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the IPO Registration Statement Shares) (the “Lock-Up Securities”), including, without limitation, any “short sale” or similar arrangement, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of such securitiesthe Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cashcash or otherwise; provided, however, that the foregoing shall not prohibit the Investor or its Affiliates from transferring Lock-Up Securities to an Affiliate of the Investor if such transferee Affiliate executes an agreement with the Company to be bound by the restrictions set forth in this Section 10.1 and 10.2. Notwithstanding any other provision herein, this Section 10.1 shall not prohibit or restrict any disposition of Lock-Up Securities by the Investor in connection with (i) a bona fide tender offer by a Person other than the Investor involving a Change of Control of the Company (as defined below), which has not been rejected by the Company’s Board of Directors, (ii) an issuer tender offer by the Company, or otherwise(iii) the Company’s public announcement of a definitive agreement to consummate an Acquisition Transaction. The foregoing provisions For the purposes of this Section 2.9 shall apply only to Agreement, a “Change of Control” means the IPOtransfer, shall not apply to in one transaction or a series of related transactions, as a result of which any Person or group of Persons, other than the sale Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning Exchange Act) of more than five percent (5%) 50% of total voting power of the voting securities of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

Lock-Up Agreement. Each Holder hereby From and after the Closing Date until the Lock-up Expiration Date (as defined below) (the “Lock-up Period”), the undersigned Purchaser agrees that it will notthat, without the prior written consent of the managing underwriterCorporation, during the period 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 he, she or it shall not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues directly or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, indirectly (i) lend; offer; pledge; , transfer, sell; , contract to sell; sell (including any short sale), grant 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 ofof any Shares of Common Stock purchased by the Purchaser pursuant to this Purchase Agreement (including, directly or indirectlywithout limitation, any the shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement and Shares of Common Stock of the Corporation which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC), (ii) enter into any Hedging Transaction (as defined below) involving the Shares purchased by the undersigned pursuant to this Purchase Agreement, or shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement, (iii) make any demand for, or exercise any right with respect to, the registration of any Shares or any securities security convertible into or exercisable or exchangeable (directly or indirectly) for the Common Stock held immediately before purchased by the effective date of the IPO Registration Statement undersigned pursuant to this Purchase Agreement, or (iiiv) enter into publicly announce any swap or other arrangement that transfers intention to another, in whole or in part, do any of the economic consequences foregoing (each of ownership the foregoing referred to as a “Disposition”), except (a) in connection with a bona fide pledge to, or similar arrangement in connection with a bona fide borrowing from, a financial institution, (b) in the event of such securitiesa change in control of the Corporation whereby 25% or more of the Corporation’s outstanding voting stock is acquired by a third party, whether (c) in the event that any such transaction described in clause necessary Governmental Agency approvals that are a condition precedent to the Closing are not obtained for any reason, (id) that the Purchaser may tender a proportionate part of its Shares or (ii) above is to be settled by delivery shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement in the event of a tender offer by a third party that is recommended or other securities, in cashnot opposed by the Corporation’s Board of Directors, or otherwise(e) in the event that the independent directors serving on the Corporation’s Board of Directors on the date of this Agreement no longer constitute a majority of the Corporation’s Board of Directors. The foregoing provisions of this Section 2.9 shall apply only to the IPO, restrictions shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain transfers by a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions Purchaser of any or all of such agreements the Shares purchased by the Company Purchaser pursuant to this Agreement or shares of Common Stock issuable upon the underwriters shall apply pro rata conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to all Holders subject this Agreement to any affiliate of the Purchaser or to a foundation or charitable organization, provided that such agreements, based on transferee agrees in writing to the number terms of shares subject this Section 5.2. The foregoing restriction is expressly intended to such agreements.preclude the undersigned from engaging in any Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or result in a Disposition during the Lock-Up Period even if the securities would be disposed of by someone other than the undersigned. “Hedging Transaction” means any short sale (whether or not against the box) or

Lock-Up Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during During the period commencing on the date of the final prospectus relating to the IPO hereof and ending on the date specified by which is the Company and the managing underwriter first anniversary thereof (such period not herein referred to exceed one hundred eighty (180) daysas the “Lock-Up Period”), which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (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 ofPurchaser will not, directly or indirectly, through an “affiliate”, “associate” (as such terms are defined in the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”)), a family member or otherwise, offer, sell, pledge, hypothecate, grant an option for sale or otherwise dispose of, or transfer or grant any shares rights with respect thereto in any manner (either privately or publicly pursuant to Rule 144 of Common Stock the General Rules and Regulations under the Securities Act, or otherwise) any Securities acquired hereunder or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before additional Capital Shares hereafter acquired by the effective date Purchaser solely on account of the IPO Registration Statement Securities acquired hereunder, pursuant to any stock split, stock dividend or (ii) recapitalization or similar transaction received by the Purchaser pursuant to this Agreement, or enter into any, enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any directly or indirectly, the economic consequence of the economic consequences of ownership of such securitiesthe Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Capital Shares or other securities, in cash, cash or otherwise. The foregoing provisions , during the Lock-Up Period; provided, however, that such Securities may be sold or otherwise transferred in a private transaction (including, without limitation, to any affiliate of the Purchaser) during the Lock-Up Period so long as the acquirer of the Securities by written agreement with the Company entered into at the time of the acquisition and delivered to the Company prior to the consummation of such acquisition, agrees to be bound by the terms of this Section 2.9 shall apply only to provision of this Agreement. Purchaser agrees that the IPO, shall not apply to the sale of any shares to an underwriter Securities issued pursuant to an underwriting agreement, and this Agreement shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain bear a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection legend consistent with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsforegoing agreement.

Lock-Up Agreement. Each Holder Ladies and Gentlemen: The undersigned understands that you, as representatives, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule II of the Underwriting Agreement (collectively, the “Underwriters”), with Ping Identity Holding Corp., a Delaware corporation (the “Company”), and the stockholders named in Schedule I of the Underwriting Agreement, providing for a public offering (the “Public Offering”) of the common stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date that it will is 90 days after the date set forth on the final prospectus (the “Prospectus”) covering the Public Offering (the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, lend, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of common stock of the Company, or any options or warrants to purchase any shares of common stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of common stock of the Company (such options, warrants or other securities, collectively, “Derivative Instruments”), including, without limitation, any such shares or Derivative Instruments now owned or hereafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively, the “Undersigned’s Shares”), (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition of the Undersigned’s Shares (whether by the undersigned or someone other than the undersigned) of any shares of common stock of the Company or Derivative Instruments, whether any such transaction or arrangement by the undersigned would be settled by the delivery of common stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which could reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period. In addition, the undersigned agrees that, without the prior written consent of Xxxxxxx Xxxxx & Co. LLC on behalf of the managing underwriterUnderwriters, it will not, during the period commencing on Lock-Up Period, make any demand for or exercise any right with respect to, the date registration of any of the final prospectus relating to Undersigned’s Shares during the IPO and ending on Lock-Up Period. Notwithstanding the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing underwriterforegoing, to the extent required by the undersigned has demand and/or piggyback registration rights under any FINRA rulesregistration rights agreement described in the Prospectus, for an additional period of up to fifteen (15) days if the undersigned may notify the Company issues privately that the undersigned is or proposes to issue an earnings or other public release within fifteen (15) days of will be exercising its demand and/or piggyback registration rights under any such registration rights agreement following the expiration of the 180Lock-day lockup periodUp Period and undertake preparations related thereto; provided that the foregoing notification and/or preparations do not request, require or result in the filing or confidential submission of a registration statement with the SEC or any other public announcement or activity regarding such registration by the undersigned, the Company or any third party during the Lock-Up Period (i) lend; offer; pledge; sell; contract to sell; sell and no such filing, confidential submission, public announcement or activity shall be voluntarily made or taken by the undersigned, the Company or any option third party during the Lock-Up Period). If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose ofentity beneficially owns, directly or indirectly, any shares of Common Stock 50% or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date more of the IPO Registration Statement equity interests (excluding any non-economic interests) in the undersigned, except for a natural person or entity that has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement. For purposes of this paragraph, “beneficially owns” shall mean solely a pecuniary interest under Rule 16a-1(a)(2) of the rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares: (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) enter into to any swap trust for the direct or other arrangement that transfers to another, in whole or in part, any indirect benefit of the economic consequences undersigned or the immediate family of ownership the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) with the prior written consent of Xxxxxxx Sachs & Co. LLC on behalf of the Underwriters, (iv) if the undersigned is a partnership, limited liability company or corporation, to (a) a partner, member or stockholder, as the case may be, of such securitiespartnership, whether limited liability company or corporation, (b) any wholly owned subsidiary of the undersigned, (c) an affiliate (as such transaction described term is defined in clause Rule 405 of the Securities Act of 1933, as amended (ithe “Securities Act”)) of the undersigned or (iid) if a transferee referred to in clauses (a) through (c) above is not a natural person, any direct or indirect partner, member or shareholder of such transferee until the Shares come to be settled held by delivery a natural person, if in any such case of Common Stock clauses (a) through (d), such transfer is not for value and provided that the transferee agrees to be bound in writing by the restrictions set forth herein and if the undersigned is required to file a report under Section 16(a) of the Exchange Act, reporting such transfer during the Lock-Up Period, the undersigned shall clearly indicate in the footnotes thereto that such transfer is not for value, that the Shares subject to such transfer remain subject to restrictions set forth herein and that the filing relates to the circumstances described in this clause (iv), and no other public filing or announcement shall be required or shall be made voluntarily in connection with such transfer, (v) by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to be bound in writing by the restrictions set forth herein, if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in the aggregate beneficial ownership of the Undersigned’s Shares in connection with such transfer, the undersigned shall clearly indicate in the footnotes thereto that such transfer was by operation of law and that the Shares subject to such transfer remain subject to restrictions set forth herein, and no other public filing or announcement shall be required or shall be made voluntarily in connection with such transfer, (vi) (a) pursuant to a bona fide third party tender offer, merger, purchase, consolidation or other securities, in cash, or otherwise. The foregoing provisions similar transaction that is approved by the board of this Section 2.9 shall apply only to the IPO, shall not apply to the sale directors of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts and made to obtain a similar agreement from all stockholders individually owning more than five percent (5%) holders of the Company’s outstanding Common Stock capital stock involving a change of control of the Company (after giving effect and nothing in this Lock-Up Agreement shall prohibit the undersigned from voting in favor of any such transaction or taking any other action in connection with such transaction), provided that in the event that such tender offer, merger, purchase, consolidation or other such transaction is not completed, the Undersigned’s Shares shall remain subject to conversion into Common Stock the provisions of all outstanding Series A Preferred Stock). The underwriters this Lock-Up Agreement or (b) to the Company for the payment of the exercise price upon the automatic “cashless” or “net” exercise of an option to purchase Shares in connection with the IPO are intended third-party beneficiaries termination of such option pursuant to its terms upon a change of control of the Company, provided that such option was granted pursuant to a Company stock option plan or other incentive plan described in the registration statement related to the Public Offering and the Prospectus, (vii) pursuant to the exercise of an option to purchase Shares in connection with the termination of such option pursuant to its terms, provided that (a) such option was granted pursuant to a Company stock option plan or other incentive plan described in the registration statement related to the Public Offering and the Prospectus, (b) any Shares received upon such exercise shall be subject to the terms of this Lock-Up Agreement and (c) no filing under Section 2.9 and 16(a) of the Exchange Act or other public filing, report or announcement reporting a reduction in the aggregate beneficial ownership of the Undersigned’s Shares shall have be required or shall be voluntarily made during the right, powerLock-Up Period (vii), and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may no other public filing or announcement shall be reasonably requested by the underwriters required or shall be made voluntarily in connection with such IPO exercise, (viii) to the Company (a) for the payment of the exercise price upon the “cashless” or “net” exercise of an option to purchase Shares in connection with the termination of such option pursuant to its terms, or (b) for the payment of tax withholdings (including estimated taxes) due as a result of the exercise of an option to purchase Shares in connection with the termination of such option pursuant to its terms, in all such cases, provided that are consistent such option was granted pursuant to a Company stock option plan or other incentive plan described in the registration statement related to the Public Offering and the Prospectus, (ix) transfers to the Company of Shares in connection with this the termination of service of an employee of the Company pursuant to agreements that provide the Company with an option to repurchase such shares, provided if the undersigned is required to file a report under Section 2.9 or 16(a) of the Exchange Act reporting a reduction in aggregate beneficial ownership of the Undersigned’s Shares during the Lock-Up Period, the undersigned shall clearly indicate in the footnotes thereto that are necessary the filing relates to give further effect thereto. Any discretionary waiver or the termination of the restrictions undersigned’s employment, and provided further that such contractual arrangement (or a form thereof) is described in the Prospectus or filed as an exhibit to the Registration Statement, (x) pursuant to a trading plan meeting the requirements of any Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) established prior to the date hereof; provided, that to the extent a public announcement or all filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding sales made under the undersigned’s 10b5-1 Plan, such announcement or filing shall include a statement to the effect that the sale of such agreements by Shares are being made pursuant to the Company or undersigned’s 10b5-1 Plan established prior to the underwriters shall apply pro rata to all Holders subject date hereof[, provided further, that no such transfers of Shares may be made pursuant to such agreements10b5-1 Plan during the period beginning from the date of the Underwriting Agreement and continuing through and including 30 days from the date of the Underwriting Agreement,](1) or (xi) in connection with the Public Offering. With respect to clauses (i), based on the number of shares subject (ii) and (viii) above, it shall be a condition to such agreementstransfer that no public filing or disclosure under Section 16(a) of the Exchange Act or other public report shall be made during the Lock-Up Period in connection with such transfer.

Lock-Up Agreement. Each The Holder hereby agrees that it will not, without in the prior written consent event of the managing underwriterPublic Offering, such Holder shall not, during the period commencing beginning on the effective date of the final prospectus relating to registration statement for the IPO Public Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon days after the request effective date of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodsuch registration statement, (i) lend; offer; , pledge; , sell; , contract to sell; sell , grant 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 issued upon conversion of this Note (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement “Converted Stock”), 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 securitiesConverted Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply (A) to the sale of any shares to an underwriter pursuant to an underwriting agreement, agreement or (B) unless the directors and officers of the Company agree to a lock-up provision substantially the same as that set forth in this Section 11 (except that the one hundred eighty (180)-day period set forth in clause (a) above shall be applicable to the Holders only if all officers twelve (12) months for such directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stockofficers). The underwriters in connection with the IPO of any such public offering of Common Stock are intended third-third party beneficiaries of this Section 2.9 lock-up agreement and shall have the right, power, power and authority to enforce the provisions hereof as though they were a party hereto. Each The Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with any such IPO public offering of Common Stock that are consistent with this Section 2.9 11 or that are necessary to give further effect thereto. Any discretionary waiver or termination In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the shares of Common Stock subject to the restrictions of any or all foregoing restriction until the end of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsperiod.

Lock-Up Agreement. Each Holder Ladies and Gentlemen: The undersigned understands that Loewen, Ondaatje, MxXxxxxxxx Limited (the “Agent”) has entered into an agency agreement dated as of July __, 2005 (the “Agency Agreement”) with Adsero Corp. (the “Corporation”) providing for a private placement (the “Offering”) of Subscription Receipts of the Corporation. Initially capitalized terms not otherwise defined herein shall have the meaning given to them, respectively, in the Agency Agreement. In consideration of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that it during the period beginning from the date hereof and ending on the day that is 180 days following the date of the closing of the Offering (the “Lock-Up Period”), the undersigned will not, without directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of common stock of the Corporation (“Shares”) or any financial instruments or securities convertible into, exercisable or exchangeable for, or that represent the right to receive Shares or similar securities now owned directly or indirectly by the undersigned, or under control or direction of the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership (collectively, the “Undersigned’s Securities”) or enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Undersigned’s Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of the Corporation, securities of another person, cash or otherwise) or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing. The foregoing sentence shall not apply to (a) transfers to affiliates of the undersigned, any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned, (b) transfers as a distribution to limited partners, members or shareholders of the undersigned, as the case may be, (c) transfers occurring by operation of law, or (d) pledges of the Undersigned’s Securities as security for bona fide indebtedness of the undersigned given to a bank or other similar financial institution; provided, in each case, that any such transferee or pledge shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the 180-day period referred to herein. Notwithstanding the foregoing, the undersigned may transfer, sell or otherwise dispose of any of the Undersigned’s Securities with the prior written consent of the managing underwriterAgent, during acting reasonably. The undersigned understands that the period commencing on Corporation and the date Agent are relying upon this Lock-Up Agreement in proceeding toward consummation of the final prospectus relating to the IPO Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, which period may shall be extended binding upon the request of the managing underwriterundersigned’s legal representatives, to the extent required by any FINRA rulessuccessors, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (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 (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreementand assigns, and shall be applicable enure to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) benefit of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock)Corporation, the Agent and their legal representatives, successors and assigns. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the rightVery truly yours, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.Witness [_____________________]

Lock-Up Agreement. Each Holder (a) In recognition of the benefit that the Distribution will confer upon the undersigned as a securityholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, during the period beginning on the date hereof and ending on the date that it is one (1) year from the date of (1) the execution of this Agreement or (2) the date on which the Stockholder becomes the legal holder of the Shares, whichever is later (the “Lock-Up Period”), the undersigned will notnot (and will cause any spouse, domestic partner, lineal descendant, parent, stepparent, sibling, stepsibling, uncle, aunt, niece, nephew, first cousin, or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin (“Immediate Family Member”) not to), without the prior written consent of the managing underwriter, during the period 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) daysCompany, which period may be extended upon the request of the managing underwriterwithhold its consent in its sole discretion, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues directly or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodindirectly, (i) lend; offer; pledge; sell; , offer to sell, contract to sell; sell or lend, effect any option short sale or contract to purchase; purchase establish or increase a Put Equivalent Position (as defined in Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or liquidate or decrease any option Call Equivalent Position (as defined in Rule 16a-1(b) under the Exchange Act), pledge, hypothecate or contract to sell; grant any option, rightsecurity interest in, or warrant to purchase; or otherwise in any other way transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before Stock, in each case whether now owned or hereafter acquired by the effective date undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), (ii) make any demand for, or exercise any right with respect to the registration of any of the IPO Registration Statement Lock-Up Securities, or the filing of any registration statement, prospectus or prospectus supplement (iior an amendment or supplement thereto) in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”), (iii) enter into any swap swap, hedge or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any of the economic consequences consequence of ownership of such securitiesthe Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cashcash or otherwise, or otherwise. The foregoing provisions of this Section 2.9 shall apply only (iv) publicly announce the intention to the IPO, shall not apply to the sale of do any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsforegoing.

Lock-Up Agreement. Each Holder The Shareholder hereby agrees that it acknowledges and understands that, in connection with the OSI Initial Public Offering, the representatives (the "Representatives") of the underwriters (the "Underwriters") propose to enter into an underwriting or purchase agreement (the "Purchase Agreement") with OSI, among others, providing for the public offering of shares of OSI Common Stock. The Shareholder hereby acknowledges and understands that, in connection with the entering into of such Purchase Agreement, the Representatives, on behalf of the Underwriters, will require the execution and delivery by the Shareholder of an agreement (the "Lock-Up Agreement") substantially to the effect that, during a period of 180 days from the date of the Purchase Agreement, the Shareholder will not, without the prior written consent of the managing underwriter, during the period commencing on the date of lead manager named in 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) daysOSI Registration Statement, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues directly or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodindirectly, (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, rightright or warrant for the sale of, or warrant to purchase; otherwise dispose of or otherwise transfer or dispose of, directly or indirectly, any shares of OSI Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable (directly or indirectly) for OSI Common Stock held immediately before Stock, whether owned at the effective date of the IPO Registration Statement Purchase Agreement or thereafter acquired by the Shareholder or with respect to which the Shareholder had at the date of the Purchase Agreement or thereafter acquires the power of disposition, or file any registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of such securitiesthe OSI Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of OSI Common Stock or other securities, in cash, cash or otherwise. The foregoing provisions Notwithstanding the foregoing, without obtaining the prior written consent of this Section 2.9 shall apply only the lead manager named in the final OSI Registration Statement, the Shareholder will be permitted to the IPO, shall not apply to the sale transfer shares of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are OSI Common Stock otherwise subject to the same restrictions and the Company uses commercially reasonable efforts Lock-Up Agreement to obtain a similar agreement from all stockholders individually owning more than five percent (5%) any immediate family member of the Company’s outstanding Common Stock (after giving Shareholder, any trust established for the benefit of any such immediate family member or any corporation wholly owned by the Shareholder or any combination of the Shareholder and any of the foregoing, provided that, prior to such transfer and as a condition thereof, the transferee shall deliver to the Representatives a written agreement to be bound by the restrictions set forth in the Lock-Up Agreement until the expiration of the aforementioned 180-day period. 219 The Shareholder hereby irrevocably constitutes and appoints each of Dougxxx Xxxxxxx xxx Cindx Xxxxxx, xx either of them, as the Shareholder's true and lawful attorney-in-fact and agent to execute and deliver to the Representatives in the name and on behalf of the Shareholder the Lock-Up Agreement substantially to the effect set forth above and to conversion into Common Stock take such other actions on behalf of all outstanding Series A Preferred Stock). The underwriters the Shareholder in connection with the IPO are intended thirdLock-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements Up Agreement as may be reasonably requested by necessary. The Shareholder hereby represents and warrants to OSI and the underwriters Underwriters (a) that each of Mr. Xxxxxxx xxx Ms. Xxxxxx xx irrevocably authorized to execute and deliver to the Representatives in the name and on behalf of the Shareholder such a Lock-Up Agreement and to take such other actions on behalf of the Shareholder in connection with the Lock-Up Agreement as may be reasonably necessary and (b) that upon such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination execution and delivery by such attorney-in-fact on behalf of the restrictions Shareholder, such Lock-Up Agreement will constitute the legal, valid and binding obligation of any the Shareholder, enforceable against the Shareholder in accordance with its terms, except as such enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders similar laws affecting creditors' rights generally and (ii) subject to such agreementsgeneral principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Shareholder hereby confirms that he, based she or it understands that the Underwriters and OSI will rely upon the foregoing in proceeding with the OSI Initial Public Offering. The foregoing shall be binding on the number of shares subject to such agreementsShareholder and his, her or its respective successors, heirs, personal representatives and assigns.

Lock-Up Agreement. Each Holder For a period of two years after the Closing Date, each Shareholder that holds or owns (at the time of the written request of Cubist or the managing underwriter referred to below in this Section 7.4(b) or at any time during the 90-day period commencing on the effective date of the registration statement relating to such underwritten public offering of Cubist's securities) of record or beneficially (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) shares of Cubist Common Stock hereby agrees that it will that, at the written request of Cubist or any managing underwriter of any underwritten public offering of securities of Cubist, such Shareholder shall not, without the prior written consent of the Cubist or such managing underwriter, during the period 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) dayssell, which period may be extended upon the request of the managing underwritermake any short sale of, to the extent required by any FINRA rulesloan, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (i) lend; offer; pledge; sell; contract to sell; sell grant any option or contract to purchase; for the purchase any option or contract to sell; grant any optionof, rightpledge, encumber, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectlyexercise any registration rights with respect to, any shares of Cubist Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before during the 90-day period commencing on the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement registration statement relating to such underwritten public offering of Cubist's securities; PROVIDED, HOWEVER, 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 Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 obligation shall only apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are of Cubist and holders of more than 5% of the outstanding shares of Cubist Common Stock shall also be subject to the same similar lock-up restrictions and the Company uses commercially reasonable efforts with respect to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock)such underwritten public offering. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority In order to enforce the provisions hereof as though they were foregoing covenant, Cubist may impose stop transfer instructions with respect to the shares of Cubist Common Stock owned or held by each Shareholder, and the Shareholders agree to enter into a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by customary agreement with the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by offering reflecting the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementslock-up agreement set forth herein.

Lock-Up Agreement. Each Holder hereby agrees that it will Until the earlier of (i) the fifth anniversary of the Closing Date or (ii) the announcement of a Make-Whole Acquisition involving the Company, the Investor shall not, without the prior written consent of the managing underwriter, during the period 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, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, (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 ofCompany, directly or indirectlyindirectly (x) offer, transfer, hypothecate, sell, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of the Convertible Preferred Stock, any shares of Common Stock received upon conversion of the Convertible Preferred Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for its economic exposure to the Common Stock held immediately before the effective date of the IPO Registration Statement or (ii“Lock-up Securities”), (y) enter into any Hedging Transaction (as defined below) involving Lock-up Securities, or (z) publicly announce any intention to do any of the foregoing. The foregoing restrictions shall not apply to any (m) transfer by the Investor and its Permitted Transferees of the Lock-Up Securities among themselves or (n) any offer, transfer, hypothecation, sale, contract to sell (including any short sale), grant of any option to purchase or other disposal of any Common Stock received in the form of dividends on the Convertible Preferred Stock or received in lieu of cash for Past Due Dividends in the event of Conversion at the Option of the Holder pursuant to Section 7 of the Certificate of Designations. “Hedging Transaction”, with respect to any Lock-Up Security, means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including any put or call option, swap or other arrangement derivative transaction whether settled in cash or securities) to obtain a “short” or “put equivalent position” with respect to the Common Stock, or any other agreement or transaction that transfers to anotherreduces, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of such securitiesLock-Up Security. For the avoidance of doubt, whether any such a Hedging Transaction shall not include a transaction described in clause (i) or (ii) above that is deemed to be settled by delivery reduce the economic consequence of Common Stock or other securities, in cashownership of a Lock-Up Security only because the Investor is acquired by, or otherwise. The foregoing provisions merges with or into, or transfers all or substantially all of this Section 2.9 shall apply only to the IPOits assets to, shall not apply to the sale of any shares to an underwriter another person pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementstransaction.

Lock-Up Agreement. Each Holder hereby agrees Ladies and Gentlemen: The undersigned understands that it will notyou, without as the prior written consent representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the managing underwriterseveral Underwriters named in Schedule I of the Underwriting Agreement (the “Underwriters”), with Glu Mobile Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) of shares of common stock of the Company (the “Securities”) pursuant to a registration statement on Form S-3 (including any amendments or supplements thereto the “Registration Statement”) to be filed with the Securities and Exchange Commission. Capitalized terms used but not otherwise defined herein have the meaning assigned to them in the Underwriting Agreement. In consideration of the agreement by the Underwriters to offer and sell the Securities, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period commencing on beginning from the date of this Lock-Up Agreement and continuing to and including the date that is 75 days after the date of the final prospectus relating to Prospectus covering 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, which period may be extended upon the request public offering of the managing underwriterSecurities (the “Lock-Up Period”), to the extent required by undersigned shall not, and shall not cause or direct any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodits affiliates to, (i) lend; offer; pledge; , sell; , contract to sell; sell , pledge, grant any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; lend or otherwise transfer or dispose of, directly or indirectly, of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Stock of the Company, or any securities convertible into into, exchangeable for or exercisable or exchangeable (directly or indirectly) for Common that represent the right to receive shares of Stock held immediately before the effective date of the IPO Registration Statement Company (such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation any such shares or Derivative Instruments now owned or hereafter acquired by the undersigned, (ii) enter into engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other arrangement that transfers derivative transaction or instrument, however described or defined) which is designed to anotheror which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Stock of the economic consequences of ownership of such securitiesCompany or Derivative Instruments, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be settled by delivery or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period. If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%13(d)(3) of the CompanyExchange Act), other than a natural person, entity or “group” (as described above) that has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned. Notwithstanding the foregoing, the undersigned may Transfer the undersigned’s outstanding Common Stock (after giving effect to conversion into Common shares of Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.Company:

Lock-Up Agreement. Each Holder hereby agrees At any time prior to the earlier of (a) November 13, 2001 and (b) the date that it will not, without the prior written consent Purchasers cease collectively to beneficially own 10% or more of the managing underwriterCommon Stock, during the period commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company and its underwriters, by written notice from the managing Company and its lead underwriter to the Purchasers (such period a "Lock-up Request"), given as provided herein on or after the time of the initial filing with the Commission of any registration statement (other than a registration statement relating to an offering described in Section 9.1) with respect to any offering of Common Stock or securities convertible into Common Stock (the "Offering"), may request that the Purchasers agree not to exceed one hundred eighty (180) daysoffer, which period may be extended upon the request sell or transfer any of the managing underwriterPurchased Shares and, if applicable, the Option Shares, or engage in any hedging or similar transactions with respect to the extent required by any FINRA rulesPurchased Shares and, for an additional period of up to fifteen (15) days if applicable, the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of Option Shares, during the 180-day lockup periodperiod (the "Lock-up Period") beginning on a date specified in the Lock-up Request, which date may be as early as five (5) Business Days prior to the expected effective date (but no later than the effective date) with respect to the registration statement for the Offering, and each Purchaser agrees to consent to and be bound by the restrictions specified in any such Lock-up Request; provided, however, that such a lock-up agreement with respect to any Offering shall not prevent any Purchaser from selling Purchased Shares which it is entitled to sell in such Offering pursuant to Section 9.2 if it shall have made the request specified therein. The foregoing notwithstanding, no Lock-up Request shall be effective and binding upon the Purchasers unless a similar lock-up is imposed upon all other Persons beneficially owning 10% or more of the Common Stock with respect to which the Company then has the power to request or impose such lock-up. Any such lock-up imposed upon any other Person shall be for the shorter of (i) lend; offer; pledge; sell; contract the Lock-up Period and (ii) the maximum period the Company has the right or power to sell; sell impose upon such other Person. The Lock-up Period may be terminated as to the Purchasers on written notice from either the Company or the lead underwriter of the Offering, and automatically shall be terminated immediately as to the Purchasers in the event it is terminated as to any option other Person (including the Company and its Affiliates) or contract any other Person is otherwise released from any lock-up obligations with respect to purchase; purchase the Offering. The Company shall specify the expected effective date of any option Offering by notice to the Purchasers given not later than two (2) Business Days prior to the beginning of the Lock-up Period. Each Purchaser shall cause each Person to whom it Transfers, in one or contract a series of related transactions, the equivalent of 1,000,000 or more shares of Common Stock (assuming conversion of the Series A Preferred Stock and Series B Preferred Stock) to sell; grant any option, right, or warrant execute and deliver to purchase; or otherwise transfer or dispose of, directly or indirectly, the Company a letter agreement pursuant to which such transferee agrees (and to cause each other Person to whom it Transfers any shares of Common Stock if, after giving effect to such Transfer, such Person, together with its Affiliates, would beneficially own 1,000,000 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery more shares of Common Stock or other securities, in cash, or otherwise. The foregoing provisions (assuming conversion of Series A Preferred Stock and Series B Preferred Stock) to execute and deliver to the Company a similar letter agreement) to comply with the requirements of this Section 2.9 shall apply only 6.2 (including this sentence) to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, same extent and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions terms and conditions as the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsPurchaser.

Lock-Up Agreement. Each Holder hereby holder of Registrable Securities agrees that it will in connection with any registered offering of the Common Equity or other equity securities of the Company, and upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of the such managing underwriter, during the period commencing on the effective date of the final prospectus relating to the IPO such registration and ending on on/ the date specified by the Company and the such managing underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon 180 days in the request case of an IPO or 90 days in the managing underwriter, to case of any registration under the extent required by any FINRA rules, for Securities Act other than an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup periodIPO), (ia) lend; offer; , pledge; , sell; , contract to sell; sell , grant any option or contract to purchase; , purchase any option or contract to sell; grant any option, right, or warrant to purchase; hedge the beneficial ownership of or otherwise transfer or dispose of, directly or indirectly, any units or shares of Common Stock Equity or any securities convertible into or into, exercisable for or exchangeable (directly for units or indirectly) for shares of Common Stock Equity held immediately before the effective date effectiveness of the IPO Registration Statement for such offering (whether such shares or any such securities are then owned by the holder or are thereafter acquired), or (iib) 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 (ia) or (iib) above is to be settled by delivery of Common Stock Equity or such other securities, in cash, cash or otherwise. The foregoing provisions of this Section 2.9 shall apply only to the IPO, 4 shall not apply to the sale sales of any shares Registrable Securities to an underwriter be included in such offering pursuant to an underwriting agreementSection 2(a), Section 2(b), Section 2(c) or Section 3(a), and shall be applicable to the Holders holders of Registrable Securities only if all officers and directors of the Company and beneficial owners of 5% of the Common Equity of the Company are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party heretorestrictions. Each Holder further holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the underwriters in connection with such IPO that Company or the managing underwriter which are consistent with this Section 2.9 the foregoing or that which are necessary to give further effect thereto. Any Notwithstanding anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 4 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements5% beneficial owner.

Lock-Up Agreement. Each Holder hereby agrees At any time prior to the earlier of (a) November 13, 2001 and (b) the date that it will not, without the prior written consent Purchasers cease collectively to beneficially own 10% or more of the managing underwriterCommon Stock, during the period commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the Company and its underwriters, by written notice from the managing Company and its lead underwriter to the Purchasers (a "Lock-up Request"), given as provided herein on or after the time of the initial filing with the Commission of any registration statement (other than a registration statement relating to an offering described in Section 9.1) with respect to any offering of Common Stock or securities convertible into Common Stock (the "Offering"), may request that the Purchasers agree not to offer, sell or transfer any of the (i) Purchased Shares and the Option Shares, (ii) shares of Series A Preferred Stock or Series B Preferred Stock issued as in-kind dividends on (x) the Purchased Shares and the Option Shares or (y) other shares of Series A Preferred Stock or Series B Preferred Stock issued as in-kind dividends (such period not shares referred to exceed one hundred eighty in this clause (180ii), "Dividend Shares") days, which period may be extended or (iii) Common Stock issued upon the request any conversion of the managing underwriterPurchased Shares, Option Shares and/or Dividend Shares or engage in any hedging or similar transactions with respect to the extent required by Purchased Shares, Dividend Shares, Option Shares or Common Stock issued upon any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days conversion of the expiration of Purchased Shares, Option Shares and/or Dividend Shares during the 180-day lockup periodperiod (the "Lock-up Period") beginning on a date specified in the Lock-up Request, which date may be as early as five (5) Business Days prior to the closing date of the Offering (but no later than the closing date of the Offering), and each Purchaser agrees to consent to and be bound by the restrictions specified in any such Lock-up Request; provided, however, that such a lock-up agreement with respect to any Offering shall not prevent any Purchaser from selling Purchased Shares, Dividend Shares, Option Shares or Common Stock issued upon any conversion of the Purchased Shares, Option Shares and/or Dividend Shares which it is entitled to sell in such Offering pursuant to Section 9.2 if it shall have made the request specified therein. The foregoing notwithstanding, no Lock-up Request shall be effective and binding upon the Purchasers unless a similar lock-up is imposed upon all other Persons beneficially owning 10% or more of the Common Stock with respect to which the Company then has the power to request or impose such lock-up. Any such lock-up imposed upon any other Person shall be for the shorter of (i) lend; offer; pledge; sell; contract the Lock-up Period and (ii) the maximum period the Company has the right or power to sell; sell impose upon such other Person. The Lock-up Period may be terminated as to the Purchasers on written notice from either the Company or the lead underwriter of the Offering, and automatically shall be terminated immediately as to the Purchasers in the event it is terminated as to any option other Person (including the Company and its Affiliates) or contract any other Person is otherwise released from any lock-up obligations with respect to purchase; purchase the Offering. The Company shall specify the expected effective date of any option Offering by notice to the Purchasers given not later than two (2) Business Days prior to the beginning of the Lock-up Period. Each Purchaser shall cause each Person, together with its Affiliates, to whom it Transfers, in one or contract a series of related transactions, the equivalent of 1,000,000 or more shares of Common Stock (assuming conversion of the Series A Preferred Stock and Series B Preferred Stock) to sell; grant any option, right, or warrant execute and deliver to purchase; or otherwise transfer or dispose of, directly or indirectly, the Company a letter agreement pursuant to which such transferee agrees (and to cause each other Person to whom it Transfers any shares of Common Stock if, after giving effect to such Transfer, such Person, together with its Affiliates, would beneficially own 1,000,000 or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery more shares of Common Stock or other securities, in cash, or otherwise. The foregoing provisions (assuming conversion of Series A Preferred Stock and Series B Preferred Stock) to execute and deliver to the Company a similar letter agreement) to comply with the requirements of this Section 2.9 shall apply only 6.2 (including this sentence) to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, same extent and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions terms and conditions as the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreementsPurchasers."

Lock-Up Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the effective date of the final prospectus registration statement relating to the IPO and ending on the date specified by the Company and the managing underwriter (such period (the “Lock-Up Period”) not to exceed one hundred eighty (180) days, which or such other period as may be extended upon requested by the request underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the managing underwriterrestrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), to or any successor provisions or amendments thereto; provided, however, that in no event will the extent required by any FINRA rules, for an additional period of up to fifteen Lock-Up Period extend beyond two hundred sixteen (15216) days if after the Company issues or proposes to issue an earnings or other public release within fifteen effective date of such registration statement): (15) days of the expiration of the 180-day lockup period, (ia) 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 (directly or indirectly) for Common Stock held immediately before the effective date of the IPO Registration Statement registration statement for such offering or (iib) 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 (ia) or (iib) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.9 11, (w) shall apply only to the IPO (but, for the avoidance of doubt, shall not apply to shares acquired by the Holder in the IPO; provided that upon a transfer of such shares, no public disclosure or filing under the Exchange Act by any party to the transfer shall be required, or made voluntarily, during the Lock-up Period); (x) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreementagreement or any shares of Common Stock purchased in open market transactions after the completion of the IPO; (y) shall not apply, in the case of a Holder that is an entity, to the transfer of any shares during the Lock-Up Period to an affiliate of such Holder or any of the Holder’s stockholders, members, partners or other equity holders, provided that such affiliate, stockholder, member, partner or other equity holder agrees to be bound in writing by the restrictions set forth herein; and (z) shall be applicable only apply to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain obtains a similar agreement from all stockholders individually owning more than five one percent (51%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.9 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such IPO that are consistent with this Section 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all directors, officers, and Holders owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) subject to such agreements, based on the number of shares subject to such agreements, except that, notwithstanding the foregoing, the Company and the underwriters may, in their sole discretion, waive or terminate these restrictions with respect to up to one percent (1%) of the Company’s then outstanding shares of the Common Stock.”