Common use of Holdback Agreements Clause in Contracts

Holdback Agreements. (a) No holder of Registrable Securities shall sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) of any equity securities of the applicable Registrant, or any securities convertible into or exchangeable or exercisable for any such equity securities, (i) in the case of any Long-Form Registration, during the seven days prior to and the one hundred eighty (180) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback Period”), except as part of such registration, unless the underwriters managing the offering agree in writing. If (i) the Registrant issues an earnings release or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension period.

Holdback Agreements. (a) No To the extent not inconsistent with applicable law, each holder of Registrable Securities shall not sell, transfer, make any short sale ofsale, grant any option for the purchase ofpurchase, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) (a “Sale Transaction”) of any equity securities of the applicable RegistrantCompany, or any securities securities, warrants, options or rights convertible into or exchangeable or exercisable for any such equity securities, (i) in the case of any Long-Form Registration, during the seven days prior to and the one hundred eighty (180) 90-day period beginning on the effective date of any all underwritten Demand Registrations and all underwritten Piggyback Registrations, except as part of such underwritten registration or unless the underwriters managing such public offering agree in writing; provided that, in each case, such restrictions with respect to a particular Demand Registration or Piggyback Registration (as applicable) shall automatically lapse ten (10) days after such registration is withdrawn; provided further that, in connection with a Demand Registration or any underwritten Piggyback Registration, the holders of Registrable Securities requesting such registration shall be entitled, by notice to the holders of Registrable Securities, to begin the lock-up period for each holder of Registrable Securities on the date that the registration statement with respect to such Demand Registration is filed with the Securities and Exchange Commission or such later date after the filing of, but prior to the effectiveness of, such registration statement as may be determined by the holders of Registrable Securities requesting such Demand Registration. Furthermore, upon notice from any holder(s) of Registrable Securities subject to a Shelf Registration and who are otherwise entitled to initiate a Shelf Registration hereunder that such holder(s) intend to effect an underwritten distribution of Registrable Securities pursuant to such Shelf Registration (ii) upon receipt of which, the Company will promptly notify all other holders of Registrable Securities of the date of the commencement of such distribution), to the extent not inconsistent with applicable law, each holder of Registrable Securities shall not engage in a Sale Transaction of equity securities of the case of Company, or any Short-Form Registrationsecurities, warrants, options or rights convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the ninety (90) -day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback Period”), except as part commencement of such registration, unless the underwriters managing the offering agree in writingdistribution. If (i1) the Registrant Company issues an earnings release or other material news or a material event relating to the Registrant Company and its subsidiaries Subsidiaries occurs during the last seventeen (17) 17 days of the Holdback Period any holdback period described in clause (ii) above, or (ii2) prior to the expiration of the Holdback Periodany holdback period described in clause (ii) above, the Registrant Company announces that it will release earnings results during the sixteen (16) -day period beginning upon the expiration of the Holdback Periodsuch period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period holdback periods described in clauses (i) and (ii) above shall be extended until eighteen (18) 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant Company may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) securities subject to the foregoing restriction until the end of such period, including any period of Holdback Extension periodExtension.

Holdback Agreements. (a) No holder of Registrable Securities The restrictions in this Section shall sell, transfer, make any short sale of, grant any option apply for as long as Seller is the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) beneficial owner of any equity securities of the applicable Registrant, Registrable Securities. If Purchaser sells Purchaser Shares or any other securities convertible into or exchangeable for (or exercisable otherwise representing a right to acquire) Purchaser Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act (but only if Seller is provided its piggyback rights, if any, in accordance with Sections 3(a) and 3(b)), or if any other Person sells Purchaser Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Sections 3(a) and 3(c), and if the managing underwriters for such offering advise Purchaser (in which case Purchaser promptly shall notify Seller) that a public sale or distribution of Purchaser Shares outside such offering would materially adversely affect such offering, then, if requested by Purchaser, Seller shall agree, as contemplated in this Section, not to sell, or request the registration of, any such equity securities, Registrable Securities (i) in the case or any securities of any Long-Form RegistrationPerson that are convertible into or exchangeable for, during the seven days prior or otherwise represent a right to and the one hundred eighty acquire, any Registrable Securities) for a period (180) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (each such 180-day or 90-day period, as applicable, the a “Holdback Period”), except as part ) beginning on the 15th day before the pricing date for the underwritten offering and extending through the earlier of such registration, unless the underwriters managing the offering agree in writing. If (ia) the Registrant issues an earnings release or other material news or a material event relating 90th day after such pricing date (subject to the Registrant customary extensions); and its subsidiaries occurs during the last seventeen (17b) days of the Holdback Period or such earlier day (iiif any) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be designated for this purpose by the managing underwriters for such offering (each such period referred to herein as the agreement of Seller, a “Holdback ExtensionAgreement”). The Registrant may impose stop-transfer instructions with respect Each Holdback Agreement shall be in writing in form and substance satisfactory to Purchaser and the shares managing underwriters. Notwithstanding the foregoing, Seller shall not be obligated to make a Holdback Agreement unless Purchaser and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement relating to public sales or distributions of its common stock (or other securities) subject to Purchaser Shares outside the foregoing restriction until the end of such period, including any Holdback Extension periodapplicable offering.

Holdback Agreements. (a) No holder Subject to paragraph (b) below, from and after the effective date of Registrable Securities a Registration Statement registering the shares of Common Stock and Warrant Shares for resale (the “SEC Effective Date”), each Purchaser understands that (i) it shall not sell, transferoffer, make any short sale ofpledge, contract to sell, grant any option for the or contract to purchase, purchase ofany option or contract to sell, grant any right or warrant to purchase, lend or otherwise transfer or encumber, directly or indirectly, any Registrable Securities (as defined in Section 8(a) below), nor shall such Purchaser enter into any swap, hedging or similar transaction with other arrangement that transfers to another, in whole or in part, any of the same economic effect as a sale (including sales pursuant to Rule 144) consequences of ownership of any equity securities Registrable Securities (any of the applicable Registrant, or any securities convertible into or exchangeable or exercisable for any such equity securities, foregoing under (i), a “Transfer”) in until the Release Date (as defined below); provided, however, that such Purchaser shall be permitted to Transfer up to 25% of such Purchaser’s Investor Shares held by it, as the case of may be, at any Long-Form Registration, during time on or after the seven days prior to and the one hundred eighty (180) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback RegistrationSEC Effective Date, and (ii) following the SEC Effective Date, it shall be entitled to Transfer up to an additional 25% of such Purchaser’s Investor Shares beginning at the end of each successive 90 day period thereafter, such that after the Release Date, all Registrable Securities held by such Purchaser may be Transferred. Each Purchaser hereby covenants and agrees that (x) it shall abide by the restrictions set forth above and (y) the Company shall be entitled to place “stop transfer” instructions with the Company’s transfer agent in compliance with the above restrictions. For purposes of this clause (f), the term “Release Date” shall mean 270 days from the SEC Effective Date; provided, that in the case event the Company delivers a notice of any Short-Form Registration, during redemption to the seven days prior Purchasers of the Warrants (pursuant to and the ninety terms of such warrants) (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback PeriodRedemption Notice”), except as part the restrictions set forth above shall terminate effective on the date of such registration, unless the underwriters managing the offering agree in writing. If (i) the Registrant issues an earnings release or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days delivery of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension periodRedemption Notice.

Holdback Agreements. (a) No To the extent not inconsistent with applicable law, during the IPO Holdback Period or any Following Holdback Period (each, as hereinafter defined), each holder of Registrable Securities shall not sell, transfer, make any short sale ofsale, loan, grant any option for the purchase ofpurchase, otherwise dispose or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) (a “Sale Transaction”) of any equity securities of the applicable RegistrantCompany, or any securities securities, options or rights convertible into or exchangeable or exercisable for any such equity securities, except as part of an underwritten registration, if the IPO Committee (in the case of the IPO) or the Company (in the case of any other registration) agrees with the managing underwriters of such registration that the failure of such holder to be subject to restrictions on a Sale Transaction would adversely affect the marketability of the offering contemplated thereby based on then-prevailing market conditions. For each holder of Registrable Securities for which the IPO Committee or the Company agrees with the managing underwriters that restrictions on a Sale Transaction shall apply, then the restrictions on a Sale Transaction approved by the IPO Committee or the Company, as the case may be, shall survive for such period as the IPO Committee (in the case of the IPO) or the Company (in the case of any other registration) may agree with the managing underwriter (not to exceed (i) in the case of any Long-Form Registrationthe IPO, during the seven days prior to and the one hundred eighty (180) -day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, the IPO and (ii) in the case of any Short-Form each other underwritten Demand Registration and underwritten Piggyback Registration, during the seven days prior to and the ninety (90) -day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicableregistration). For each holder of Registrable Securities, the period for which such holder is, with respect to his, her or its Registrable Securities, subject to the restrictions on a Sale Transaction as agreed by the IPO Committee at and around the time of an IPO is referred to herein as the “IPO Holdback Period”” and the period for which such holder is, with respect to his, her or its Registrable Securities, subject to the restrictions on a Sale Transaction agreed by the Company at and around the time of any other registration is referred to herein as the “Following Holdback Period.” To the extent that the IPO Committee (in the case of the IPO) does not, after receiving the recommendations of the managing underwriters, unanimously approve the applicability or the non-applicability of the restrictions on a Sale Transaction at or around the time of the IPO to a holder of Registrable Securities in light of market conditions, a third underwriter shall be engaged by the IPO Committee to determine whether such holder shall be subject to restrictions on a Sale Transaction at and around the time of an IPO and for what period and such third underwriters determination shall be binding on and accepted by the IPO Committee. Each holder of Registrable Securities for which the IPO Committee (in the case of an IPO) or the Company (in the case of any other registration) determines that restrictions on a Sale Transaction should apply shall by, its execution hereof, be deemed to have agreed to such restrictions and, when requested by the IPO Committee or the Company, shall execute a lock-up or similar agreement in favor of the Company and the managing underwriters consistent with such determination (but not to exceed the periods specified in this Section 3(a)) and, except as part if such holder does not execute such an agreement, such holder of Registrable Securities shall not be entitled to participate in such registration, unless the underwriters managing the offering agree in writing. If (i) the Registrant Company issues an earnings release or other material news or a material event relating to the Registrant Company and its subsidiaries Subsidiaries occurs during the last seventeen (17) 17 days of the IPO Holdback Period or any Following Holdback Period (as applicable) or (ii) prior to the expiration of the IPO Holdback PeriodPeriod or any Following Holdback Period (as applicable), the Registrant Company announces that it will release earnings results during the sixteen (16) -day period beginning upon the expiration of the Holdback Periodsuch period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the IPO Holdback Period or the Following Holdback Period (as applicable) shall be extended until eighteen (18) 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant Company may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) securities subject to the foregoing restriction until the end of such period, including any period of Holdback Extension periodExtension.

Holdback Agreements. (a) No holder of Registrable Securities shall sellEach Shareholder agrees, transfer, make unless otherwise agreed to by the managing underwriter for any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales underwritten Public Offering pursuant to Rule 144) this Agreement, not to effect any sale or distribution of any equity securities of the applicable Registrant, Company or any securities convertible into or exchangeable or exercisable for equity securities of the Company, including any such equity securities, (i) in sale under Rule 144 under the case of any Long-Form RegistrationSecurities Act, during the seven 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and the one hundred eighty (180) day period beginning on until 90 days after the effective date of any such underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback Period”)registration, except as part of such registrationunderwritten registration or to the extent that such Shareholder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, unless as amended, the underwriters managing Investment Company Act of 1940, as amended, or the offering agree Investment Advisers Act of 1940, as amended, or if such securities are held in writinga separate account under applicable insurance law or regulation. If The Company agrees (i) not to effect any Public Offering or distribution of any equity securities of the Registrant issues an earnings release Company, or other material news securities convertible into or a material event relating exchangeable or exercisable for equity securities of the Company, during the 10 days prior to the Registrant date on which any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than Section 2.1(g)) has become effective and its subsidiaries occurs during until 90 days after the last seventeen (17) days effective date of the Holdback Period or such underwritten registration, except as part of such underwritten registration, and (ii) prior to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the expiration Company at any time on or after the date of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen this Agreement (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for other than in a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4Public Offering), the Holdback Period shall be extended until eighteen (18) days after the earnings release to agree not to effect any Public Offering or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end distribution of such periodsecurities, including any Holdback Extension during such period.

Holdback Agreements. (ai) No So long as a holder of Registrable Securities shall and its Affiliates own Common Stock and/or Preferred Stock convertible into Common Stock exceeding 5% of the Common Stock of the Company outstanding (including Common Stock issuable upon conversion of the Preferred Stock) or such holder has designated a member of the board of directors of the Company pursuant to paragraph 6(ii) of the Certificate of Designation for the Series A Preferred Stock which director continues to serve on such board, such holder of Registrable Securities agrees, by acquisition of such Registrable Securities, (x) if so required by the managing underwriter, not to sell, transfer, make any short sale of, loan, grant any option for the purchase of, effect any public sale or enter into distribution of or otherwise dispose of any hedging Common Stock or similar transaction with the same economic effect as a sale (including sales Registrable Securities not to be sold in an underwritten offering pursuant to Rule 144) of any equity securities of the applicable Registrant, section 2.1 or any securities convertible into or exchangeable or exercisable for any such equity securities, (i) in the case of any Long-Form Registration2.2, during the seven 30 days prior to the anticipated consummation of such underwritten offering and 90 days after the one hundred eighty (180) day period beginning on the effective date of any applicable underwritten Demand Registration registration pursuant to section 2.1 or any underwritten Piggyback Registration, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback Period”)2.2 has become effective, except as part of such registrationunderwritten registration and (y) in connection with any acquisition by or merger with the Company which is accounted for under generally accepted accounting principles as a pooling of interest, unless upon the underwriters managing the offering agree in writing. If (i) the Registrant issues an earnings release or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days request of the Holdback Period Company, not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or (ii) prior to distribution of or otherwise dispose of any Common Stock or Registrable Securities, for the expiration period commencing 30 days before the effective date of such acquisition or merger until the publication of the Holdback PeriodCompany's financial results covering a period of at least 30 days following such acquisition or merger which is sufficient in accordance with Accounting Series Release No. 135, or such shorter period if consistent with the Registrant announces that it will release earnings results during the sixteen requirements for pooling of interests accounting treatment. Notwithstanding clause (16x) day period beginning upon the expiration of the Holdback Period, then foregoing sentence and subject to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4clause (y), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence during any period described above, each holder of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) Registrable Securities subject to the foregoing restriction until sentence shall be entitled to sell securities in a private sale so long as the end purchaser of such period, including any Holdback Extension securities agrees to be bound by the restrictions set forth above to the same extent as the seller for the remainder of the applicable period.

Holdback Agreements. (a) No Each Demand Shareholder, and each other holder of Registrable Securities shall sellwho at such time Beneficially Owns greater than three percent (3%) of the Total Voting Power or the Total Economic Interest, transfer, make any short sale of, grant any option for the purchase of, or agrees to enter into any hedging customary agreements restricting the public sale or similar transaction with distribution of equity securities of the same economic effect as a sale Company (including sales pursuant to Rule 144144 under the Securities Act) to the extent required in writing by the lead managing underwriter(s) with respect to an applicable Underwritten Offering during the period commencing on the date of the request (which shall be no earlier than fourteen (14) days prior to the expected “pricing” of such Underwritten Offering) and continuing for not more than ninety (90) days after the date of the “final” prospectus (or “final” prospectus supplement if the Underwritten Offering is made pursuant to a Shelf Registration Statement), pursuant to which such Underwritten Offering shall be made, plus an extension period, as may be proposed by the lead managing underwriter(s) to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the lead managing underwriter(s) or such lesser period as is required by the lead managing underwriter(s). If any Demand Registration or Shelf Offering involves an Underwritten Offering, the Company will not effect any public sale or distribution of any common equity securities of the applicable Registrant, (or any securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement on Form X-0, Xxxx X-0 or any successor forms thereto) for its own account, within sixty (60) days (plus an extension period as may be proposed by the lead managing underwriter(s) for such equity securitiesUnderwritten Offering to address FINRA regulations regarding the publication of research, (ior such shorter periods as such lead managing underwriter(s) in may agree to with the case of any Long-Form RegistrationCompany), during the seven days prior to and the one hundred eighty (180) day period beginning on after the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in such registration except as may otherwise be agreed between the case of any Short-Form Registration, during the seven days prior to Company and the ninety (90lead managing underwriter(s) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback Period”), except as part of such registration, unless the underwriters managing the offering agree in writing. If (i) the Registrant issues an earnings release or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension periodUnderwritten Offering.

Holdback Agreements. (a) 3A. No holder of Registrable Securities shall (i) offer, sell, transfercontract to sell, make any short sale of, grant any option for the purchase of, pledge or enter into any hedging or similar transaction with the same economic effect as a sale otherwise dispose of (including sales pursuant to Rule 144) of ), directly or indirectly, any equity securities of the applicable RegistrantCompany, or any securities convertible into or exchangeable or exercisable for any such securities (including equity securitiessecurities of the Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Commission) (collectively, “Securities”), (ii) enter into a transaction which would have the same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the case economic consequences or ownership of any Long-Form RegistrationSecurities, whether such transaction is to be settled by delivery of such Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”), or (iv) publicly disclose the intention to enter into any Sale Transaction, in any such case during the seven (7) days prior to and the one hundred eighty (180) day period beginning on the effective date of any the Company’s Initial Public Offering (the “IPO Holdback Period”), except as part of such Initial Public Offering, unless the underwriters managing the Initial Public Offering otherwise agree in writing. In connection with all underwritten Demand Registration or any Registrations and underwritten Piggyback RegistrationRegistrations other than the Company’s Initial Public Offering, and if the holders of Investor Registrable Securities execute a lock-up agreement providing for comparable restrictions (ii) in it being understood the case holders of Investor Registrable Securities shall have no obligation to do so), then no holder of Other Registrable Securities shall effect any Short-Form Registration, Sale Transaction during the seven (7) days prior to and the ninety (90) day period beginning on the effective date of any such underwritten Demand Registration or any underwritten Piggyback Registration registration (such 180-day or 90-day period, as applicable, the “Following Holdback Period”), except as part of such underwritten registration, unless the underwriters managing the such registered public offering otherwise agree in writing. If requested by the managing underwriters, then each holder of Registrable Securities agrees to execute customary lock-up agreements consistent with the applicable foregoing obligations with the managing underwriter(s) of an underwritten offering with a duration not to exceed the IPO Holdback Period or the Following Holdback Period, as applicable. Notwithstanding the foregoing, this Section 3A shall not be applicable to or otherwise be binding on the holders of Investor Registrable Securities unless the Company complies with its obligations under Section 3B in connection with any such offering. If (iX) the Registrant Company issues an earnings release or discloses other material news information or a material event relating to the Registrant and its subsidiaries Company occurs during the last seventeen (17) days of the IPO Holdback Period or any Following Holdback Period (iias applicable) or (Y) prior to the expiration of the IPO Holdback PeriodPeriod or a Following Holdback Period (as applicable), the Registrant Company announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Periodsuch period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD FINRA Rule 2711(f)(4), ) (or any successor thereto) the IPO Holdback Period shall or a Following Holdback Period (as applicable) will be extended until eighteen (18) days after the earnings release or disclosure of other material information or the occurrence of the material news or event, as the case may be (such period referred to herein as the a “Holdback Extension”). The Registrant Company may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end during any IPO Holdback Period, any Following Holdback Period or any period of such period, including any Holdback Extension periodExtension.

Holdback Agreements. (a) No holder of Registrable Securities shall sellEach Holder agrees, transfer, make unless otherwise agreed to by the managing underwriter for any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales underwritten offering pursuant to Rule 144) this Agreement, not to effect any sale or distribution of any equity securities of the applicable Registrant, Company or any securities convertible into or exchangeable or exercisable for equity securities of the Company, including any such equity securities, (i) in sale under Rule 144 under the case of any Long-Form RegistrationSecurities Act, during the seven 10 days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2 or 3 hereof has become effective and until the one hundred eighty earlier of (180a) day period beginning the date on which all Registrable Common Stock to be sold pursuant to such underwritten registration has been sold by the underwriters and (b) 90 days after the effective date of any such underwritten Demand Registration registration or any such shorter period of time acceptable to the managing underwriter of such underwritten Piggyback Registrationoffering, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback Period”)if any, except as part of such registrationunderwritten registration or to the extent that such Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a Holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, unless as amended, the underwriters managing Investment Company Act of 1940, as amended, or the offering agree Investment Advisers Act of 1940, as amended, or if such securities are held in writinga separate account under applicable insurance law or regulation. If The Company agrees (i) not to effect any sale or distribution of any equity securities of the Registrant issues an earnings release Company, or other material news securities convertible into or a material event relating exchangeable or exercisable for equity securities of the Company (except pursuant to registrations on Form S-4 or Form S-8 or any successor thereto), during the 10 days prior to the Registrant date on which an underwritten registration of Registrable Common Stock pursuant to Section 2 or 3 hereof has become effective and its subsidiaries occurs during until the last seventeen earlier of (17a) the date on which all Registrable Common Stock to be sold pursuant to such underwritten registration has been sold by the underwriters and (b) 90 days after the effective date of such underwritten registration or such shorter period of time approved in writing by the Holdback Period or managing underwriter of such underwritten offering, if any, except as part of such underwritten registration, and (ii) prior to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the Company at any time on or after the date of this Agreement (other than in a Public Offering or sale under Rule 144 promulgated under the Securities Act), who is a director or employee of or a consultant to the expiration Company or who has received registration rights from the Company, to agree not to effect any sale or distribution of the Holdback Period, the Registrant announces that it will release earnings results such securities during the sixteen applicable period (16) day or such shorter period beginning upon of time approved in writing by the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4such underwritten offering, if any), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension period.

Holdback Agreements. (a) No holder of Registrable Securities shall sellEach Holder agrees, transfer, make unless otherwise agreed to by the managing underwriter for any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales underwritten offering pursuant to Rule 144) this Agreement, not to effect any sale or distribution of any equity securities of the applicable Registrant, Company or any securities convertible into or exchangeable or exercisable for equity securities of the Company, including any such equity securities, (i) in sale under Rule 144 under the case of any Long-Form RegistrationSecurities Act, during the seven ten (10) days prior to the date on which an underwritten registration of Registrable Common Stock pursuant to Section 2(a), 3 or 4 hereof has become effective and until the one hundred eighty earlier of (180a) day period beginning the date on which all Registrable Common Stock to be sold pursuant to such underwritten registration has been sold by the underwriters and (b) ninety (90) days after the effective date of any such underwritten Demand Registration registration or any such shorter period of time acceptable to the managing underwriter of such underwritten Piggyback Registrationoffering, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback Period”)if any, except as part of such registrationunderwritten registration or to the extent that such Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary,” a Holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, unless as amended, the underwriters managing Investment Company Act of 1940, as amended, or the offering agree Investment Advisers Act of 1940, as amended, or if such securities are held in writinga separate account under applicable insurance law or regulation. If The Company agrees (i) not to effect any sale or distribution of any equity securities of the Registrant issues an earnings release Company, or other material news securities convertible into or a material event relating exchangeable or exercisable for equity securities of the Company (except pursuant to the Registrant and its subsidiaries occurs registrations on Form S-4 or Form S-8 or any successor thereto), during the last seventeen ten (1710) days of the Holdback Period or (ii) prior to the expiration date on which an underwritten registration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then Registrable Common Stock pursuant to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4Section 2(a), 3 or 4 hereof has become effective and until the Holdback Period shall earlier of (a) the date on which all Registrable Common Stock to be extended until eighteen sold pursuant to such underwritten registration has been sold by the underwriters and (18b) ninety (90) days after the earnings release effective date of such underwritten registration or such shorter period of time approved in writing by the occurrence managing underwriter of such underwritten offering, if any, except as part of such underwritten registration, and (ii) to cause each holder of any equity securities, or securities convertible into or exchangeable or exercisable for equity securities, in each case, acquired from the material news Company at any time on or eventafter the date of this Agreement (other than in a Public Offering or sale under Rule 144 promulgated under the Securities Act), as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect who is a director or employee of or a consultant to the shares Company or who has received registration rights from the Company, to agree not to effect any sale or distribution of its common stock such securities during the applicable period (or other securities) subject to such shorter period of time approved in writing by the foregoing restriction until the end managing underwriter of such periodunderwritten offering, including any Holdback Extension periodif any).

Holdback Agreements. (a) No Each holder of Registrable Securities agrees that in connection with the Company’s initial public offering and any Demand Registration or Piggyback Registration that is an underwritten public offering of the Company’s equity securities, he, she or it shall not (i) offer, sell, transfercontract to sell, make any short sale of, grant any option for the purchase of, pledge or enter into any hedging or similar transaction with the same economic effect as a sale otherwise dispose of (including sales pursuant to Rule 144) of ), directly or indirectly, any equity securities of the applicable RegistrantCompany (“Securities”) (including Securities which may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission), or any securities securities, options, or rights convertible into or exchangeable or exercisable for any such equity securitiesSecurities (“Other Securities”), (ii) enter into a transaction which would have the same effect as described in clause (i) of this Section 3(a), (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the case economic consequences or ownership of any Long-Form RegistrationSecurities or Other Securities, during whether such transaction is to be settled by delivery of such Securities, Other Securities, in cash or otherwise, or (iv) publicly disclose the seven days prior intention to and the one hundred eighty enter into any transaction described in (180) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registrationi), and (ii) in or (iii) above, from the case date on which the Company gives notice to the holders of any Short-Form Registration, during Registrable Securities that a preliminary prospectus has been circulated for the seven days prior underwritten public offering to and the date that is ninety (90) day period beginning on days following the effective date of any the final prospectus for such underwritten Demand Registration public offering (or any underwritten Piggyback Registration such shorter period as agreed to by the underwriters designated as “book-runners” managing such registered public offering), unless such book-runners otherwise agree in writing (such 180-day or 90-day period, as applicable, the “Holdback Period”); provided that the holdback obligations set forth in this Section 3(a) shall not be effective or shall be reduced, except as part of applicable, if, in any underwritten offering, the managing underwriter indicates in writing to the Company that such registrationholdback obligations are not necessary or may be shortened in the applicable initial public offering, unless the underwriters managing the offering agree in writingDemand Registration or Piggyback Registration. If (ix) the Registrant Company issues an earnings release or other material news or a material event relating to the Registrant Company and its subsidiaries Subsidiaries occurs during the last seventeen (17) 17 days of the Holdback Period or (iiy) prior to the expiration of the Holdback Period, the Registrant Company announces that it will release earnings results during the sixteen (16) -day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD FINRA Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant Company may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) securities that are subject to the foregoing restriction until the end of such period, including any period of Holdback Extension periodExtension. The holdback obligations set forth in this Section 3(a) will automatically terminate upon any release or termination of such holdback obligations for the holders of a majority of the Registrable Securities.

Holdback Agreements. (a) No holder If (i) the Company or JCC Holding, as the case may be, shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to the Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities and (ii) with reasonable prior notice, the Company or JCC Holding, as the case may be, (in the case of a nonunderwritten public offering by the Company or JCC Holding, as the case may be, pursuant to such registration statement) advises Initial Holders in writing that a public sale or distribution of any Registrable Securities would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company or JCC Holding, as the case may be, pursuant to such registration statement) advise the Company or JCC Holding, as the case may be, in writing (in which case the Company or JCC Holding, as the case may be, shall notify the Initial Holders with a copy of such underwriter's notice) that a public sale or distribution of Registrable Securities shall sellwould materially adversely affect such offering, transferthen each Initial Holder shall, make to the extent not inconsistent with applicable law, refrain from effecting any short public sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale distribution of Registrable Securities (including sales any sale pursuant to Rule 144) of any equity securities of the applicable Registrant, or any securities convertible into or exchangeable or exercisable for any such equity securities, (i) in the case of any Long-Form Registration, during the seven ten (10) days prior to and the one hundred eighty (180) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registrationsuch registration statement and until the earliest of (A) the abandonment of such offering, and (iiB) in the case of any Short-Form Registration, during the seven 90 days prior to and the ninety (90) day period beginning on after the effective date of any such registration statement and (C) if such offering is an underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicableoffering, the “Holdback Period”), except as termination in whole or in part of any "hold back" period obtained by the underwriter or underwriters in such registration, unless offering from the underwriters managing the offering agree in writing. If (i) the Registrant issues an earnings release Company or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or eventJCC Holding, as the case may be be, in connection therewith (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end of each such period, including any Holdback Extension perioda "Hold Back Period").

Holdback Agreements. Each of the Key Holders (aregardless of whether or not such Key Holder is a selling stockholder in any underwritten Demand Registration, Underwritten Shelf Takedown or underwritten Piggyback Registration, and, in each case, with respect to the Registrable Common Stock not included in such underwritten offering) No holder and the Company agrees not to, and the Company, if requested by the lead managing underwriter, shall obtain from its directors and executive officers (other than with respect to shares deemed to be beneficially owned by such officer or director or an Affiliate of Registrable Securities shall such officer or director which are included in the underwritten offering), and use its commercially reasonable best efforts to obtain from its beneficial owners of five percent (5%) or more of the Company’s outstanding voting stock, agreements (in the underwriters’ customary form) not to, directly or indirectly offer, sell, transferpledge, make contract to sell, (including any short sale ofsale), grant any option for the to purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) otherwise dispose of any equity securities of the applicable Registrant, Company or enter into any hedging transaction relating to any equity securities convertible into or exchangeable or exercisable for any such equity securities, (i) in of the case of any Long-Form Registration, Company during the seven ninety (90) days prior to and the one hundred eighty (180) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration Statement or any underwritten Piggyback Registration Statement or the pricing date of any Underwritten Shelf Registration Takedown (such 180-day or 90-day period, as applicable, the “Holdback Period”), except as part of such registration, underwritten registration or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriters underwriter managing the offering agree in writing. If otherwise agrees to a shorter period, provided, however, that (i) the Registrant lock-up agreements, if any, with the Company’s officers and directors shall be on terms no less favorable than those of the Key Holders; and (ii) if (A) the Company issues an earnings release or other material news news, or a material event relating to the Registrant and its subsidiaries occurs Company occurs, during the last seventeen (17) days of the Holdback Period lock-up period, or (iiB) prior to the expiration of the Holdback Periodholdback period, the Registrant Company announces that it will release earnings results during the sixteen (16) day period beginning upon on the last day of the holdback period, the restrictions imposed by this Section 7 shall continue to apply until the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that this sentence shall not apply if any research published or distributed by any underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the case may be (such period referred to herein as the “Holdback Extension”)Exchange Act. The Registrant Company may impose stop-transfer instructions with respect to the shares of its common stock (Registrable Common Stock not included in the underwritten offering or other securities) securities subject to the foregoing restriction until the end of such period, including any Holdback Extension the applicable holdback period.

Holdback Agreements. Each of the Stockholders (aregardless of whether or not such Stockholder is a selling Stockholder in any underwritten Demand Registration, Piggyback Registration or Shelf Registration, and, in each case, with respect to the Shares not included in such underwritten offering) No holder and the Company agrees not to, and the Company shall exercise its best efforts to obtain from its directors and executive officers, and commercially reasonable efforts to obtain from its beneficial owners of Registrable Securities shall 5% or more of the Company's outstanding voting stock, agreements (in the underwriters' customary form) not to, directly or indirectly offer, sell, transferpledge, make contract to sell, (including any short sale ofsale), grant any option for the to purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) otherwise dispose of any equity securities of the applicable Registrant, Company or enter into any hedging transaction relating to any equity securities convertible into or exchangeable or exercisable for any such equity securities, (i) in of the case of any Long-Form Registration, Company during the seven 90 days prior to and the one hundred eighty (180) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration Statement or any underwritten Piggyback Registration Statement or the pricing date of any underwritten offering pursuant to a Shelf Registration Statement (such 180-day or 90-day period, as applicable, the “Holdback Period”), except as part of such registration, underwritten registration or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriters underwriter managing the offering agree in writing. If otherwise agrees to a shorter period, provided, however, that if (i) the Registrant Company issues an earnings release or other material news news, or a material event relating to the Registrant and its subsidiaries occurs Company occurs, during the last seventeen (17) 17 EXECUTION VERSION days of the Holdback Period lock-up period, or (ii) prior to the expiration of the Holdback Periodholdback period, the Registrant Company announces that it will release earnings results during the sixteen (16) -day period beginning upon on the last day of the holdback period, the restrictions imposed by this Section 7 shall continue to apply until the expiration of the Holdback Period, then to 18-day period beginning on the extent necessary for a managing or co-managing underwriter issuance of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or material event; provided, however, that this sentence shall not apply if any research published or distributed by any underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company's securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the case may be (such period referred to herein as the “Holdback Extension”)Exchange Act. The Registrant Company may impose stop-transfer instructions with respect to the shares of its common stock (Registrable Common Stock or other securities) securities subject to the foregoing restriction until the end of such the applicable "holdback" period. In addition, including to the extent that the terms of the holdback agreements of any Holdback Extension periodof the Stockholders provide for more favorable terms than those of the Company, its executive officers or directors, then the terms of the holdback agreements of the Company, its executive officers and directors shall be amended to be consistent with those of the Stockholders.

Holdback Agreements. (a) No holder of Registrable Securities The restrictions in this Section 5 shall sell, transfer, make any short sale of, grant any option apply for as long as the purchase of, or enter into any hedging or similar transaction with Holders are the same economic effect as a sale (including sales pursuant to Rule 144) beneficial owners of any equity securities of the applicable Registrant, Registrable Securities. If CPLP sells Units or any other securities convertible into or exchangeable for (or exercisable otherwise representing a right to acquire) Units in a primary Underwritten Offering pursuant to any registration statement under the Securities Act (but only if the Holders are provided their piggyback rights, if any, in accordance with Sections 2(a) and 2(b)), or if any other Person sells Units in a secondary Underwritten Offering pursuant to a Piggyback Registration in accordance with Sections 2(a) and 2(b), and if the managing underwriters for such offering advise CPLP (in which case CPLP promptly shall notify the Holders) that a public sale or distribution of Units outside such offering would materially adversely affect such offering, then, if requested by CPLP, each Holder shall agree, as contemplated in this Section 5, not to (and to cause its Affiliates not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such equity securitiesperiod, a “Holdback Period”) beginning on the business day before the pricing date for the Underwritten Offering and extending through the earlier of (i) the 60th day after such pricing date (subject to customary automatic extension in the case event of any Long-Form Registration, during the seven days prior release of earnings results of or material news relating to and the one hundred eighty (180CPLP) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of a Holder, a “Holdback Agreement”). Each Holdback Agreement shall be in the case of any Short-Form Registration, during the seven days prior writing in form and substance satisfactory to CPLP and the ninety (90) day period beginning managing underwriters. Notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on CPLP or the effective date of any underwritten Demand Registration officers, directors or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback Period”), except as part other Affiliate of such registration, unless the underwriters managing the offering agree in writing. If (i) the Registrant issues an earnings release or other material news or CPLP on whom a material event relating to the Registrant restriction is imposed and its subsidiaries occurs during the last seventeen (17) days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then restrictions set forth in this Section 5 shall not apply to the extent necessary for a managing or coany Registrable Securities are included in such Underwritten Offering by such Holder. In addition, this Section 5 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, including those Holders who have delivered an Opt-managing underwriter of a registered offering required hereunder Out Notice prior to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence receiving notice of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension periodUnderwritten Offering.

Holdback Agreements. (a) No holder of Registrable Securities The restrictions in this Section 5 shall sell, transfer, make any short sale of, grant any option apply for as long as the purchase of, or enter into any hedging or similar transaction with Holder is the same economic effect as a sale (including sales pursuant to Rule 144) beneficial owner of any equity securities of the applicable Registrant, Registrable Securities. If CPLP sells Units or any other securities convertible into or exchangeable for (or exercisable otherwise representing a right to acquire) Units in a primary Underwritten Offering pursuant to any registration statement under the Securities Act (but only if the Holder is provided its piggyback rights, if any, in accordance with Sections 2(a) and 2(b)), or if any other Person sells Units in a secondary Underwritten Offering pursuant to a Piggyback Registration in accordance with Sections 2(a) and 2(b), and if the managing underwriters for such offering advise CPLP (in which case CPLP promptly shall notify the Holder) that a public sale or distribution of Units outside such offering would materially adversely affect such offering, then, if requested by CPLP, the Holder shall agree, as contemplated in this Section 5, not to (and to cause its Affiliates not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such equity securitiesperiod, a “Holdback Period”) beginning on the business day before the pricing date for the Underwritten Offering and extending through the earlier of (i) the 60th day after such pricing date (subject to customary automatic extension in the case event of any Long-Form Registration, during the seven days prior release of earnings results of or material news relating to and the one hundred eighty (180CPLP) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in such earlier day (if any) as may be designated for this purpose by the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration managing underwriters for such offering (such 180-day or 90-day periodagreement of the Holder, as applicable, the a “Holdback Period”), except as part of such registration, unless the underwriters managing the offering agree in writing. If (i) the Registrant issues an earnings release or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback ExtensionAgreement”). The Registrant may impose stop-transfer instructions with respect Holdback Agreement shall be in writing in form and substance satisfactory to CPLP and the managing underwriters. Notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on CPLP or the officers, directors or any other Affiliate of CPLP on whom a restriction is imposed and (ii) the restrictions set forth in this Section 5 shall not apply to the shares of its common stock (or other securities) subject extent any Registrable Securities are included in such Underwritten Offering by the Holder. In addition, this Section 5 shall not apply to the foregoing restriction until the end of Holder if it is not entitled to participate in such periodUnderwritten Offering, including any Holdback Extension periodin the event that the Holder delivers an Opt-Out Notice prior to receiving notice of the Underwritten Offering.

Holdback Agreements. (a) No holder Each Holder agrees, if required by the managing underwriter in any underwritten public offering of securities pursuant to the Initial Registration Statement, a Subsequent Registration Statement or an Incidental Registration Statement, not to effect any public sale or public distribution of Registrable Securities, any sale or distribution thereof pursuant to Rule 144 or 145 under the Securities shall sellAct, transfer, make or any short sale of, grant thereof or any option for the purchase of, transaction or enter into any hedging or series of transactions having a substantially similar transaction with the same economic effect as a sale (including other than (i) sales pursuant to Rule 144) of any equity securities of the applicable RegistrantInitial Registration Statement, or (ii) distributions to any securities convertible into stockholder, partner or exchangeable or exercisable for any other beneficial owner of such equity securitiesHolder) during the period beginning, (i) in the case of any Long-Form the Initial Registration Statement, on the date hereof and, in the case of each Subsequent and Incidental Registration, during the beginning seven days prior to and the one hundred eighty (180) day period beginning on the effective date of such registration statement, and ending on the date 90 days after the Initial Registration Statement, any underwritten Demand Subsequent Registration Statement or any underwritten Piggyback RegistrationIncidental Registration Statement shall have been declared effective, and (ii) provided that in the case event the Initial Registration Statement shall not have been declared effective within 30 days following the Closing Date and a majority-in-interest of any Short-Form Registrationthe Holders seeking to participate in the Initial Offering shall have voted to be released, during in whole or in part, from such restrictions, all of the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration Holders shall be released, in whole or any underwritten Piggyback Registration (such 180-day or 90-day periodin part, as applicableso determined, from such restrictions with respect to the “Holdback Period”)Initial Offering. In addition, except as part of such registration, unless the underwriters managing the offering agree in writing. If if (i) the Registrant issues an earnings release or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days market value of the Holdback Period Common Stock of the Holders included in the Initial Offering is limited to $150 million or less and a majority-in-interest of the Holders seeking to participate in such offering vote to be released, in whole or in part, from the restrictions contained in the preceding sentence or (ii) prior to the expiration market value of Common Stock of the Holdback PeriodHolders included in any Subsequent Offering is limited to $30 million or less and a majority-in-interest of all Holders of Registrable Securities vote to be released, in whole or in part, from the Registrant announces that it will release earnings results during restrictions contained in the sixteen (16) day period beginning upon the expiration of the Holdback Period, preceding sentence then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period all Holders shall be extended until eighteen (18) days after released from the earnings release or restrictions contained in the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions preceding sentence with respect to the shares of its common stock (such offering, in whole or other securities) subject to the foregoing restriction until the end of such periodin part, including any Holdback Extension periodas so determined."

Holdback Agreements. The Company agrees (a) No holder not to effect any public sale or public distribution of Registrable Securities shall sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) of any its equity securities of the applicable Registrantsecurities, or any securities convertible into or exchangeable or exercisable for any such equity securities, during the 20-day period prior to and during the 120-day period beginning on the commmencement date of any Underwritten Offering on behalf of the Selling Stockholders (except pursuant to (i) registrations on Form S-8 or any successor form, (ii) registrations on Form S-4 or any successor form, (iii) registrations of securities in connection with a dividend reinvestment plan on forms(s) applicable to such securities) unless the case underwriters managing an Underwritten Offering on behalf of the Selling Stockholders otherwise agree, and (b) to use its reasonable best efforts to obtain agreements from its officers and directors to agree not to effect any public sale or public distribution of any Long-Form Registrationsuch securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the Underwritten Offering on behalf of the Selling Stockholders otherwise agree. The Selling Stockholders agree not to effect any public sale or public distribution of the Offered Securities, during the seven days 20-day period prior to and during the one hundred eighty (180) 120-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in offering on behalf of the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback Period”), except as part of such registration, Company unless the underwriters managing the such underwritten offering agree in writing. If (i) the Registrant issues an earnings release or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days on behalf of the Holdback Period or (ii) prior to Company otherwise agree; provided, however, that the expiration of Company agrees that the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to Selling Stockholders need not comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until unless the end Company's directors, officers and their 5% stockholders agree to a similar restriction in connection with such underwritten offering. The Company will pay all costs and expenses of such period, the registration of the Shares (including any Holdback Extension period.costs and expenses incurred, to amend or supplement the prospectus, if required), except that the Selling Stockholders shall pay, and the Company shall not pay, any underwriting or brokerage discounts or commissions, any fees or disbursements of legal counsel for the Selling Stockholders, or any of them, or transfer or other taxes attributable to the registration or sale of the Shares. Each of the Selling Stockholders shall be required to furnish to the Company such information regarding such Selling Stockholder and the distribution proposed by such Selling Stockholder as the Company may request and as shall be required in connection with any registration, qualification or compliance referred to herein. If the foregoing is acceptable to you, please execute this letter and enclosed duplicate in the space provided below and return one executed original to me. Very truly yours, SANTA FE ENERGY RESOURCES, INC. By: /s/ David Z. Hicks Its: Vice President, Law and General Counsel Agrexx xx xxx xxxxpted this the day of March 1995. HC ASSOCIATES By: Its: GKH INVESTMENT, L.P. By: Its: GKH PARTNERS, L.P. By: Its:

Holdback Agreements. To the extent not inconsistent with applicable law, in connection with a public offering of securities of the Company, upon the request of the Company or the underwriter, in the case of an underwritten public offering of the Company’s securities, each Designated Holder who beneficially owns (aas defined in Rule 13d-3 adopted by the SEC under the Exchange Act) No holder at least 5% of Registrable Securities shall sell, transfer, make the outstanding capital stock of the Company will not effect any short public sale of, grant any option for or distribution (other than those included in the purchase of, or enter into any hedging or similar transaction registration statement being filed with the same economic effect as a sale (including sales pursuant respect to Rule 144such public offering) of any equity securities of the applicable RegistrantCompany, or any securities securities, options or rights convertible into or exchangeable or exercisable for any such equity securities, (i) in the case of any Long-Form Registration, securities during the seven 14 days prior to and the one hundred eighty (180) -day period beginning on the such effective date of any underwritten Demand Registration or any underwritten Piggyback Registrationdate, and unless (ii) in the case of an underwritten public offering) the managing underwriters otherwise agree to a shorter period of time. Notwithstanding the foregoing, no Designated Holder shall be required to enter into any Shortsuch "lock-Form Registration, during up" agreement unless and until all of the seven days prior to Company’s executive officers and directors execute substantially similar "lock-up" agreements and the ninety (90) day period beginning on Company uses commercially reasonable efforts to cause each holder of more than 5% of its outstanding capital stock to execute substantially similar "lock-up" agreements. Neither the effective date of any underwritten Demand Registration Company nor the underwriter shall amend, terminate or any underwritten Piggyback Registration (such 180waive a "lock-day up" agreement unless each "lock-up" agreement with a Designated Holder is also amended or 90-day period, as applicable, the “Holdback Period”), except as part of such registration, unless the underwriters managing the offering agree waived in writing. If (i) the Registrant issues an earnings release a similar manner or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or eventterminated, as the case may be be. The Company shall have the right at any time, to suspend the filing of a Registration Statement under Section 2.3 or require that the Designated Holders of Registrable Securities suspend further open market offers and sales of Registrable Securities pursuant to a Registration Statement filed hereunder for a period not to exceed an aggregate of 30 days in any six-month period or an aggregate of 60 days in any twelve-month period for valid business reasons (not including avoidance of their obligations hereunder) (i) to avoid premature public disclosure of a pending corporate transaction, including pending acquisitions or divestitures of assets, mergers and combinations and similar events; and (ii) upon the occurrence of any of the events specified in Sections 2.6(e) or 2.6(i). If the Company violates the provisions of this Section 2.5(b), it shall pay each Purchaser a penalty equal to equal to 1% of the aggregate purchase price paid by such period referred to herein Purchaser in the Offering until such time as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to applicable suspension has been lifted by the shares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension periodCompany.

Holdback Agreements. Each of the Key Holders (aregardless of whether or not such Key Holder is a selling stockholder in any underwritten Demand Registration, Underwritten Shelf Takedown or underwritten Piggyback Registration, and, in each case, with respect to the Registrable Common Stock not included in such underwritten offering) No holder and the Company agrees not to, and the Company, if requested by the lead managing underwriter, shall obtain from its directors and executive officers (other than with respect to shares deemed to be beneficially owned by such officer or director or an Affiliate of Registrable Securities shall such officer or director which are included in the underwritten offering), and use its commercially reasonable best efforts to obtain from its beneficial owners of 5% or more of the Company’s outstanding voting stock, agreements (in the underwriters’ customary form) not to, directly or indirectly offer, sell, transferpledge, make contract to sell, (including any short sale ofsale), grant any option for the to purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) otherwise dispose of any equity securities of the applicable Registrant, Company or enter into any hedging transaction relating to any equity securities convertible into or exchangeable or exercisable for any such equity securities, (i) in of the case of any Long-Form Registration, Company during the seven 90 days prior to and the one hundred eighty (180) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration Statement or any underwritten Piggyback Registration Statement or the pricing date of any Underwritten Shelf Registration Takedown (such 180-day or 90-day period, as applicable, the “Holdback Period”), except as part of such registration, underwritten registration or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriters underwriter managing the offering agree in writing. If otherwise agrees to a shorter period, provided, however, that (i) the Registrant lock-up agreements, if any, with the Company’s officers and directors shall be on terms no less favorable than those of the Key Holders; and (ii) if (A) the Company issues an earnings release or other material news news, or a material event relating to the Registrant and its subsidiaries occurs Company occurs, during the last seventeen (17) 17 days of the Holdback Period lock-up period, or (iiB) prior to the expiration of the Holdback Periodholdback period, the Registrant Company announces that it will release earnings results during the sixteen (16) -day period beginning upon on the last day of the holdback period, the restrictions imposed by this Section 7 shall continue to apply until the expiration of the Holdback Period, then to 18-day period beginning on the extent necessary for a managing or co-managing underwriter issuance of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or material event; provided, however, that this sentence shall not apply if any research published or distributed by any underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the case may be (such period referred to herein as the “Holdback Extension”)Exchange Act. The Registrant Company may impose stop-transfer instructions with respect to the shares of its common stock (Registrable Common Stock not included in the underwritten offering or other securities) securities subject to the foregoing restriction until the end of such period, including any Holdback Extension the applicable holdback period.

Holdback Agreements. (a) No holder of Registrable Securities During the period commencing on the Effective Date and continuing until the calendar date that is six months following the Effective Date, no Holder shall offer, sell, transfercontract to sell, pledge, grant any option to purchase, make any short sale of, grant or otherwise dispose of or distribute (“Transfer”) any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) shares of any equity securities of the applicable Registrant, Common Stock or any securities convertible into into, exercisable for, exchangeable for Common Stock, whether now owned or exchangeable hereinafter acquired but excluding in all cases any PIPE Financing Shares, owned directly by the Holder (including securities held as a custodian) or exercisable for any such equity securities, with respect to which the Holder has beneficial ownership within the rules and regulations of the Commission (i) in the case of any Long-Form Registration, during the seven days prior to and the one hundred eighty (180) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicablecollectively, the “Holdback PeriodRestricted Shares”), except as part of such registration, unless in the event the underwriters managing any Shelf Takedown or other underwritten public equity offering by the offering Company otherwise agree by written consent or pursuant to a Transfer permitted by Section 7(c). For the avoidance of doubt, the foregoing restriction does not apply to shares of Common Stock purchased by the Holder for cash. The foregoing restriction is expressly agreed to preclude each Holder from engaging in writingany 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 the Restricted Shares even if such Restricted Shares would be disposed of by someone other than such Holder. If Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Shares of the applicable Holder or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Shares. Notwithstanding any other provision to the contrary, the restrictions set forth in this Section 7(a) shall not apply to (i) an aggregate of 3,016,071 shares of Common Stock held by the Registrant issues an earnings release or other material news or a material event relating QPAC Holders and the QPAC Founders, as designated by the QPAC Holders pursuant to the Registrant and its subsidiaries occurs during the last seventeen (17) days Forfeiture Agreement, which may be offered, sold, pledged or otherwise disposed of as of the Holdback Period or Effective Date (the “Founder Shares”), (ii) any person who ceases to be employed by Novitex after the date of the Business Combination Agreement or (iii) any person who was a director of Novitex prior to the expiration Closing (as defined in the Business Combination Agreement) and is or was not a director of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then Company immediately subsequent to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension periodClosing.

Holdback Agreements. (a) No holder of Registrable Securities shall sellIn connection with any Underwritten Offering, transfer, make any short sale of, grant any option for the purchase of, or each Demand Shareholder agrees to enter into any hedging customary agreements restricting the public sale or similar transaction with distribution of equity securities of the same economic effect as a sale Company (including sales pursuant to Rule 144144 under the Securities Act) to the extent required in writing by the lead managing underwriter(s) with respect to an applicable Underwritten Offering during the period commencing on the date of the request (which shall be no earlier than fourteen (14) days prior to the expected “pricing” of such Underwritten Offering) and continuing for not more than sixty (60) days after the date of the “final” prospectus (or “final” prospectus supplement if the Underwritten Offering is made pursuant to a Shelf Registration Statement), pursuant to which such Underwritten Offering shall be made, or such lesser period as is required by the lead managing underwriter(s). Any discretionary waiver or termination of the requirements under the foregoing provisions made by the applicable lead managing underwriter(s) shall apply to each holder of Registrable Securities on a pro rata basis. Notwithstanding the foregoing, the obligations set forth in this provision shall only apply to a Demand Shareholder with respect to one Underwritten Offering in any period of twelve (12) consecutive months excluding any Underwritten Offering in which such Demand Shareholder is a party to the underwriting agreement related to such Underwritten Offering. If any Demand Registration or Shelf Offering involves an Underwritten Offering, the Company will not effect any public sale or distribution of any common equity securities of the applicable Registrant, (or any securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement on Form X-0, Xxxx X-0 or any such equity securitiessuccessor forms thereto) for its own account, within sixty (i60) in the case of any Long-Form Registrationdays, during the seven days prior to and the one hundred eighty (180) day period beginning on after the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in such registration except as may otherwise be agreed between the case of any Short-Form Registration, during the seven days prior to Company and the ninety (90lead managing underwriter(s) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback Period”), except as part of such registration, unless the underwriters managing the offering agree in writing. If (i) the Registrant issues an earnings release or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension periodUnderwritten Offering.

Holdback Agreements. (a) No Each holder of Registrable Securities agrees that in connection with the Corporation’s initial public offering and any Demand Registration or Piggyback Registration that is an underwritten public offering of the Corporation’s equity securities, he, she or it shall not (i) offer, sell, transfercontract to sell, make any short sale of, grant any option for the purchase of, pledge or enter into any hedging or similar transaction with the same economic effect as a sale otherwise dispose of (including sales pursuant to Rule 144) of ), directly or indirectly, any equity securities of the applicable RegistrantCorporation (including, without limitation, equity securities of the Corporation which may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, the “Holdback Securities”), or any securities securities, options, or rights convertible into or exchangeable or exercisable for any such equity securitiesHoldback Securities (the “Other Holdback Securities”), (ii) enter into a transaction which would have the same effect as described in clause (i) of this section, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the case economic consequences or ownership of any Long-Form RegistrationHoldback Securities or Other Holdback Securities, during whether such transaction is to be settled by delivery of such Holdback Securities, Other Holdback Securities, in cash or otherwise, or (iv) publicly disclose the seven days prior intention to and the one hundred eighty enter into any transaction described in (180) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registrationi), and (ii) in or (iii) above, from the case date on which the Corporation gives notice to the holders of any ShortRegistrable Securities that a preliminary prospectus has been circulated for such underwritten public offering to the date that is 180-Form Registration, during days following the seven days prior to and the ninety (90) day period beginning on the effective date of any final prospectus for such underwritten Demand Registration public offering (or any underwritten Piggyback Registration such shorter period as agreed to by the underwriters designated as “book-runners” managing such registered public offering) (such 180-day or 90-day period, period referred to herein as applicable, the the “Holdback Period”), except as part of unless such registration, unless the underwriters managing the offering book-runners otherwise agree in writing. If (ix) the Registrant Company issues an earnings release or other material news or a material event relating to the Registrant Company and its subsidiaries Subsidiaries occurs during the last seventeen (17) 17 days of the Holdback Period or (iiy) prior to the expiration of the Holdback Period, the Registrant Company announces that it will release earnings results during the sixteen (16) -day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or cothe book-managing underwriter of a registered offering runners required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant Company may impose stop-transfer instructions with respect to the shares of its the Corporation’s common stock (or other securities) subject to the foregoing restriction until the end of such period, including any period of Holdback Extension periodExtension.

Holdback Agreements. (a) No holder of Registrable Securities shall sellEach Holder agrees, transfer, make unless otherwise agreed to by the managing underwriter for any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales underwritten offering pursuant to Rule 144) this Agreement, not to effect any sale or distribution of any equity securities of the applicable Registrant, Company or any securities convertible into or exchangeable or exercisable for equity securities of the Company, including any such equity securitiessale under Rule 144 under the Securities Act, (i) in the case of any Long-Form Registration, during the seven ten (10) days prior to the initial Public Offering and the for one hundred eighty (180) day days after the initial Public Offering or such shorter period beginning of time acceptable to the managing underwriter of the initial Public Offering, if any, except as part of the initial Public Offering or to the extent that such Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment advisor or (ii) following the initial Public Offering, during the ten (10) days prior to the date on which an underwritten registration of Registrable Common Stocks pursuant to Section 2(a), 3 or 4 hereof has become effective and for ninety (90) days after the effective date of any such underwritten Demand Registration registration or any such shorter period of time acceptable to the managing underwriter of such underwritten Piggyback Registrationoffering, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback Period”)if any, except as part of such registrationunderwritten registration or to the extent that such Holder is prohibited by applicable law from agreeing to withhold securities from sale or is acting in its capacity as a fiduciary or an investment adviser. Without limiting the scope of the term “fiduciary”, a Holder shall be deemed to be acting as a fiduciary or an investment adviser if its actions or the securities proposed to be sold are subject to the Employee Retirement Income Security Act of 1974, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended, or if such securities are held in a separate account under applicable insurance law or regulation. The Company agrees, unless otherwise agreed to by the underwriters managing underwriter for any underwritten offering pursuant to this Agreement, not to effect any sale or distribution of any equity securities of the offering agree in writing. If Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company (except pursuant to registrations on Form S-4 or Form S-8 or any successor thereto), (i) during the Registrant issues an earnings release or other material news or a material event relating ten (10) days prior to the Registrant initial Public Offering and its subsidiaries occurs during the last seventeen for one hundred eighty (17180) days after the initial Public Offering or such shorter period of time acceptable to the managing underwriter of the Holdback Period initial Public Offering, if any, except as part of the initial Public Offering or (ii) following the initial Public Offering, during the ten (10) days prior to the expiration date on which an underwritten registration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then Registrable Common Stock pursuant to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4Section 2(a), the Holdback Period shall be extended until eighteen 3 or 4 hereof has become effective and for ninety (1890) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end effective date of such periodunderwritten registration or such shorter period of time approved in writing by the managing underwriter of such underwritten offering, including any Holdback Extension periodif any, except as part of such underwritten registration.

Holdback Agreements. Each of the Texcan Entities agrees that, in the event that it elects to participate in any registration pursuant to a registration statement filed by Anicom with respect to an underwritten public offering by Anicom that becomes effective on or before the Termination Date (aa "Follow-On Offering") No holder and fifty percent (50%) or more of the Registrable Securities shall sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction that it has requested to be registered in such Follow-On Offering are included in such registration in accordance with the same economic terms of this Agreement, it shall not effect as a any public sale or distribution (including sales pursuant to Rule 144) of any equity securities of the applicable Registrant, or any securities convertible into or exchangeable or exercisable for any such equity securities, (i) in the case of any Long-Form Registration, during the seven days prior to and the one hundred eighty (180) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in the case of any Short-Form Registration, Registrable Securities during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration the Follow-On Offering (other than Registrable Securities which are registered in such 180Follow-day or 90-day period, as applicable, the “Holdback Period”On Offering), except as part of such registration, unless the underwriters managing such Follow-On Offering otherwise consent thereto. Furthermore, if the offering agree underwriters managing any such Follow-On Offering request written confirmation of the foregoing covenant, each of the Texcan Entities shall provide such confirmation upon a written request therefor. Each of the Texcan Entities further agrees that in writing. If the event that it elects not to participate in any Follow-On Offering, it shall not unreasonably refuse to (i) agree to refrain from effecting any public sale or distribution (including sales pursuant to Rule 144) of Registrable Securities in excess of fifteen percent (15%) of the Registrant issues an earnings release or other material news or a material event relating number of Registrable Securities received by the Texcan Entities pursuant to the Registrant and its subsidiaries occurs Asset Purchase Agreement during the last seventeen (17) five days prior to and the forty-five day period beginning on the effective date of the Holdback Period or Follow-On Offering (other than Registrable Securities which are registered in such Follow-On Offering), unless the underwriters managing such Follow-On Offering otherwise consent thereto and (ii) prior to execute written confirmation thereof if the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a underwriters managing or coany such Follow-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (On Offering request such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension periodwritten confirmation.

Holdback Agreements. (a) 3A. No holder of Registrable Securities shall (i) offer, sell, transfercontract to sell, make any short sale of, grant any option for the purchase of, pledge or enter into any hedging or similar transaction with the same economic effect as a sale otherwise dispose of (including sales pursuant to Rule 144) of ), directly or indirectly, any equity securities of the applicable RegistrantCompany or any of its Subsidiaries, or any securities convertible into or exchangeable or exercisable for such securities (including equity securities of the 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 SEC but excluding any such equity securitiessecurities purchased by such holder in the applicable public offering or in the open market following the Company’ Initial Public Offering) (collectively, “Securities”), (ii) enter into a transaction that would have the same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the case economic consequences or ownership of any Long-Form RegistrationSecurities, whether such transaction is to be settled by delivery of such Securities, in cash or otherwise (each of clauses (i), (ii) and (iii) above, a “Securities Transaction”), or (iv) publicly disclose the intention to enter into any Securities Transaction, in any such case during the seven days prior to and the one hundred eighty (180) day period beginning on the effective date of any the Company’ Initial Public Offering (or October , 2021) and ending one hundred eighty (180) days after the effective date of the Company’ Initial Public Offering (or April , 2022) (the “IPO Holdback Period”), unless the underwriters managing the Initial Public Offering otherwise agree in writing. In connection with the first underwritten Demand Registration or Registrations following the Company’s Initial Public Offering, if (and only if) all of the holders of Summit Investor Registrable Securities execute a lock-up agreement providing for comparable restrictions (it being understood the holders of Summit Investor Registrable Securities shall have no obligation to do so), then no holder of Registrable Securities shall effect any underwritten Piggyback Registration, and (ii) in the case of any Short-Form Registration, Securities Transaction during the seven days prior period beginning with the filing of a registration statement under the Securities Act with respect to such intended underwritten public offering and the ending ninety (90) day period beginning on days after the effective date of any such underwritten Demand Registration or any underwritten Piggyback Registration registration (such 180-day or 90-day period, as applicable, the “Follow-On Holdback Period”), except as part of such underwritten registration, unless the underwriters managing the such registered public offering otherwise agree in writing. If (i) requested by the Registrant issues managing underwriters, then each applicable holder of Registrable Securities agrees to execute customary lock-up agreements consistent with the applicable foregoing obligations with the managing underwriters of an earnings release or other material news or a material event relating to underwritten offering. In connection with any such lock-up, if any holder of Summit Investor Registrable Securities is released by the Registrant and its subsidiaries occurs during the last seventeen (17) days of the Holdback Period or (ii) underwriters prior to the expiration end of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Periodapplicable hold-back period, then to the extent necessary for a managing or co-managing underwriter each holder of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period Registrable Securities that is an Institutional Investor shall be extended until eighteen (18) days after released pro rata in the earnings release or the occurrence of the material news or event, same proportion as the case may holders of Summit Investor Registrable Securities are released. Notwithstanding the foregoing, this Section 3A shall not be (applicable to or otherwise be binding on the holders of Registrable Securities that are Institutional Investors unless the Company complies with its obligations under Section 3B in connection with any such period referred to herein as the “Holdback Extension”)offering. The Registrant Company may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) equity securities subject to the foregoing restriction until during any IPO Holdback Period or the end of such period, including any Follow-On Holdback Extension periodPeriod to the extent consistent with the foregoing.

Holdback Agreements. (a) No holder of Registrable Securities shall sellIn connection with any Underwritten Offering in which a Holder participates pursuant to Section 1.2, transfer, make any short sale of, grant any option for the purchase of, or each such Holder agrees to enter into customary agreements, including such customary carve-outs and limitations as any hedging such Holder may reasonably request, restricting the public sale or similar transaction with distribution of equity securities of the same economic effect as a sale Company (including sales pursuant to Rule 144144 under the Securities Act) to the extent required in writing by the lead managing underwriter(s) with respect to an applicable Underwritten Offering during the period commencing on the date of the “pricing” of such Underwritten Offering) and continuing for not more than the lesser of (i) the period to which the Company (subject to customary carve-outs and limitations) is restricted and (ii) sixty (60) days after the date of the “final” prospectus (or “final” prospectus supplement if the Underwritten Offering is made pursuant to a Shelf Registration Statement), pursuant to which such Underwritten Offering shall be made, or such other period as is required by the lead managing underwriter(s). Any discretionary waiver or termination of the requirements under the foregoing provisions made by the Company or applicable lead managing underwriter(s) shall apply to each Holder on a pro rata basis. (b) If any Demand Registration involves an Underwritten Offering or in the event of a Marketed Underwritten Shelf Offering, the Company will not effect any public sale or distribution of any common equity securities of the applicable Registrant, (or any securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement on Form S-4, Form S-8 or any such equity securitiessuccessor forms thereto) for its own account, within sixty (i60) in days, after the case of any Long-Form Registration, during the seven days prior to and the one hundred eighty (180) day period beginning on the effective date of any underwritten Demand Registration such Underwritten Offering or any underwritten Piggyback Registration, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day periodMarketed Underwritten Shelf Offering, as applicable, the “Holdback Period”), except as part may otherwise be agreed between the Company and the lead managing underwriter(s) of such registration, unless the underwriters managing the offering agree in writing. If (i) the Registrant issues an earnings release Underwritten Offering or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or eventMarketed Underwritten Shelf Offering, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension periodapplicable.

Holdback Agreements. (a) No holder of Registrable Securities The restrictions in this Section 5 shall sell, transfer, make any short sale of, grant any option apply for as long as the purchase of, or enter into any hedging or similar transaction with Holders are the same economic effect as a sale (including sales pursuant to Rule 144) beneficial owners of any equity securities of the applicable Registrant, Registrable Securities. If CPLP sells Units or any other securities convertible into or exchangeable for (or exercisable otherwise representing a right to acquire) Units in a primary Underwritten Offering pursuant to any registration statement under the Securities Act (but only if the Holders are provided their piggyback rights, if any, in accordance with Sections 2(a) and 2(b)), or if any other Person sells Units in a secondary Underwritten Offering pursuant to a Piggyback Registration in accordance with Sections 2(a) and 2(b), and if the managing underwriters for such offering advise CPLP (in which case CPLP promptly shall notify the Holders) that a public sale or distribution of Units outside such offering would materially adversely affect such offering, then, if requested by CPLP, each Holder shall agree, as contemplated in this Section 5, not to (and to cause its Affiliates not to) sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Securities (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Securities) for a period (each such equity securitiesperiod, a “Holdback Period”) beginning on the business day before the pricing date for the Underwritten Offering and extending through the earlier of (i) the 60th day after such pricing date (subject to customary automatic extension in the case event of any Long-Form Registration, during the seven days prior release of earnings results of or material news relating to and the one hundred eighty (180CPLP) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of a Holder, a “Holdback Agreement”). Each Holdback Agreement shall be in the case of any Short-Form Registration, during the seven days prior writing in form and substance satisfactory to CPLP and the ninety (90) day period beginning managing underwriters. Notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on CPLP or the effective date of any underwritten Demand Registration officers, directors or any underwritten Piggyback Registration (such 180-day or 90-day periodother Affiliate of CPLP on whom a restriction is imposed, as applicable, and the “Holdback Period”), except as part of such registration, unless the underwriters managing the offering agree restrictions set forth in writing. If (i) the Registrant issues an earnings release or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then this Section 5 shall not apply to the extent necessary for a managing or coany Registrable Securities are included in such Underwritten Offering by such Holder. In addition, this Section 5 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, including those Holders who have delivered an Opt-managing underwriter of a registered offering required hereunder Out Notice prior to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence receiving notice of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension periodUnderwritten Offering.

Holdback Agreements. Each of the Stockholders (aregardless of whether or not such Stockholder is a selling Stockholder in any underwritten Demand Registration, Piggyback Registration or Shelf Registration, and, in each case, with respect to the Shares not included in such underwritten offering) No holder and the Company agrees not to, and the Company shall exercise its best efforts to obtain from its directors and executive officers, and commercially reasonable efforts to obtain from its beneficial owners of Registrable Securities shall 5% or more of the Company's outstanding voting stock, agreements (in the underwriters' customary form) not to, directly or indirectly offer, sell, transferpledge, make contract to sell, (including any short sale ofsale), grant any option for the to purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) otherwise dispose of any equity securities of the applicable Registrant, Company or enter into any hedging transaction relating to any equity securities convertible into or exchangeable or exercisable for any such equity securities, (i) in of the case of any Long-Form Registration, Company during the seven 90 days prior to and the one hundred eighty (180) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration, and (ii) in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration Statement or any underwritten Piggyback Registration Statement or the pricing date of any underwritten offering pursuant to a Shelf Registration Statement (such 180-day or 90-day period, as applicable, the “Holdback Period”), except as part of such registration, underwritten registration or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the underwriters underwriter managing the offering agree in writing. If otherwise agrees to a shorter period, provided, however, that if (i) the Registrant Company issues an earnings release or other material news news, or a material event relating to the Registrant and its subsidiaries occurs Company occurs, during the last seventeen (17) 17 days of the Holdback Period lock-up period, or (ii) prior to the expiration of the Holdback Periodholdback period, the Registrant Company announces that it will release earnings results during the sixteen (16) -day period beginning upon on the last day of the holdback period, the restrictions imposed by this Section 7 shall continue to apply until the expiration of the Holdback Period, then to 18-day period beginning on the extent necessary for a managing or co-managing underwriter issuance of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or material event; provided, however, that this sentence shall not apply if any research published or distributed by any underwriter on the Company would be compliant under Rule 139 of the Securities Act and the Company's securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the case may be (such period referred to herein as the “Holdback Extension”)Exchange Act. The Registrant Company may impose stop-transfer instructions with respect to the shares of its common stock (Registrable Common Stock or other securities) securities subject to the foregoing restriction until the end of such the applicable "holdback" period. In addition, including to the extent that the terms of the holdback agreements of any Holdback Extension periodof the Stockholders provide for more favorable terms than those of the Company, its executive officers or directors, then the terms of the holdback agreements of the Company, its executive officers and directors shall be amended to be consistent with those of the Stockholders.

Holdback Agreements. (a) No Notwithstanding anything else in this Agreement to the contrary (but subject to the proviso in the last sentence of this paragraph 3(a)), to the extent not inconsistent with applicable law, each holder of Registrable Securities shall sell, transfer, make agrees not to effect any short public sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale distribution (including sales pursuant to Rule 144) of any equity securities of the applicable RegistrantCompany, or any securities securities, options or rights convertible into or exchangeable or exercisable for any such equity securitiessecurities during the period (the "LockUp Period") that ------------- is agreed to with respect to such holder by the underwriter managing the registered public offering and the Company, with the consent of the holders of a majority of the Xxxx Registrable Securities (i) in the case of any Long-Form a Piggyback Registration, during ) or the seven days prior to underwriter managing the registered public offering and the one hundred eighty holders of a majority of the Xxxx Registrable Securities included in such registration (180) day in the case of a Demand Registration); provided that the LockUp Period shall not be more restrictive upon the holders of Intel Registrable Securities or Bear Xxxxxxx Registrable Securities than upon the holders of Xxxx Registrable Securities. The LockUp Period may include a period beginning on before and a period after the effective date of any (i) underwritten Demand Registration (except as part of such underwritten registration), or any underwritten Piggyback Registration, and (ii) in underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations of Form S-4 or Form S-8 or any successor form); provided that the case portion of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on LockUp Period following the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such registration shall in no event exceed the 180-day period following such effective date; and further provided that with respect to any holders of Intel Registrable Securities or Bear Xxxxxxx Registrable Securities, after a Qualified Initial Public Offering has taken place, the holders of Intel Registrable Securities and Bear Xxxxxxx Registrable Securities shall be subject to a LockUp Period with respect to such Intel Registrable Securities and Bear Xxxxxxx Registrable Securities only if: (x) such holders offer securities in the registration that is the subject of such LockUp Period, (y) officers and directors of the Company enter into holdback agreements providing for restrictions during the LockUp Period that are no less restrictive than those that are applicable to such holders, and (z) the portion of the LockUp Period following the effective date of such registration does not exceed the 90-day period, as applicable, the “Holdback Period”), except as part of period following such registration, unless the underwriters managing the offering agree in writing. If (i) the Registrant issues an earnings release or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension periodeffective date."

Holdback Agreements. (a) No holder Notwithstanding any provision of Registrable Securities shall sellthis Agreement to the contrary, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (including sales pursuant to Rule 144) of any equity securities of the applicable Registrant, or any securities convertible into or exchangeable or exercisable for any such equity securities, (i) in the case of any Long-Form Registrationevent HIE notifies the Majority Shareholders, during the seven in writing and no later than ten (10) days prior to and the one hundred eighty proposed filing date, that HIE intends to file a registration statement in connection with an underwritten offering (180the "Offering") day by HIE of any of its capital stock, the Majority Shareholders shall refrain from selling or otherwise distributing any HIE Common Stock within the period beginning on requested in writing by the managing underwriter for such Offering, which period shall begin no earlier than two days (subject to prior written notice thereof) prior to the effective date of such registration statement and shall end no later than 90 days after such effective date (the "Offering Restricted Period"); provided, however, that the Majority Shareholders shall not be required to refrain from selling in connection with any underwritten Demand Registration or Offering unless (i) HIE and all of the directors and executive officers of HIE are also required to refrain from selling for a comparable period with respect to any underwritten Piggyback Registration, shares not registered for sale by them in such Offering pursuant to contractual registration rights in effect on the date of this Agreement; and (ii) each of the Majority Shareholders whose shares of HIE Common Stock are covered by the Registration Statement shall be given the opportunity to include such HIE Common Stock in the case of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (registration statement filed in connection with such 180-day or 90-day period, as applicable, the “Holdback Period”), except as part of such registration, Offering unless the underwriters managing the offering agree in writing. If (i) the Registrant issues an earnings release or other material news or a material event relating to the Registrant and its subsidiaries occurs during the last seventeen (17) days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of the Offering in good faith determines that the size of the Offering should be limited to a number of shares less than that requested to be registered offering required hereunder by HIE and the Majority Shareholders and all other persons having contractual rights to comply with NASD Rule 2711(f)(4include securities in such registration statement ("Other Holders"), in which case the Holdback number of shares to be registered on behalf of the Majority Shareholders shall be reduced on a proportional basis, together with shares requested to be registered by all Other Holders, it being understood that HIE shall have priority as to sales over the Majority Shareholders and each Other Holder. If the Registration Statement filed pursuant to Section 3.1 is in effect at any time during the Offering Restricted Period and the Majority Shareholders are not permitted to include in the registration statement filed for the Offering all shares requested by the Majority Shareholders to be included in the Offering, HIE's obligation under Section 3.4(a) to keep such Registration Statement current and effective shall be extended until eighteen (18) for a number of days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect equal to the shares number of its common stock (or other securities) subject to days such Registration Statement was in effect during the foregoing restriction until the end of such period, including any Holdback Extension period.Offering

Holdback Agreements. (ai) No So long as a holder of Registrable Securities shall and its Affiliates own Common Stock and/or Preferred Stock convertible into Common Stock exceeding 5% of the Common Stock of the Company outstanding (including Common Stock issuable upon conversion of the Preferred Stock) or such holder has designated a member of the board of directors of the Company pursuant to paragraph 6(ii) of the Certificate of Designation which director continues to serve on such board, such holder of Registrable Securities agrees, by acquisition of such Registrable Securities, (x) if so required by the managing underwriter, not to sell, transfer, make any short sale of, loan, grant any option for the purchase of, effect any public sale or enter into distribution of or otherwise dispose of any hedging Common Stock or similar transaction Registrable Securities not to be sold in an underwritten offering pursuant to section 2.1 or 2.2, during the 30 days prior to the anticipated consummation of such underwritten offering and 90 days after the applicable underwritten registration pursuant to section 2.1 or 2.2 has become effective, except as part of such underwritten registration and (y) in connection with any acquisition by or merger with the same economic effect Company which is accounted for under generally accepted accounting principles as a pooling of interest, upon the request of the Company, not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of any Common Stock or Registrable Securities, for the period commencing 30 days before the effective date of such acquisition or merger until the publication of the Company's financial results covering a period of at least 30 days following such acquisition or merger which is sufficient in accordance with Accounting Series Release No. 135, or such shorter period if consistent with the requirements for pooling of interests accounting treatment. Notwithstanding clause (including sales x) of the foregoing sentence and subject to clause (y), during any period described above, each holder of Registrable Securities subject to the foregoing sentence shall be entitled to sell securities in a private sale so long as the purchaser of such securities agrees to be bound by the restrictions set forth above to the same extent as the seller for the remainder of the applicable period. (ii) The Company agrees if so required by the managing underwriter (x) not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the 30 days prior to and the 90 days after any underwritten registration pursuant to Rule 144section 2.1 has become effective, except as part of such underwritten registration and except in connection with (A) of any equity a merger or acquisition by the Company in which securities of the applicable RegistrantCompany are issued directly to shareholders of the target entity or sellers of assets in exchange for shares of such target entity or such assets or (B) a stock option plan, stock purchase plan, managing directors' plan, savings or similar plan, or an acquisition of a business, merger or exchange of stock for stock, provided that no such agreement pursuant to this clause (x) shall prevent the Company from fulfilling its obligations pursuant to section 2.1 or 2.2, subject to the provisions of section 2.7 and (y) to use its reasonable best efforts to cause each director and executive officer of the Company and any holder (other than the Holders) of its equity securities or any securities convertible into or exchangeable or exercisable for any of such equity securities, (i) in each case purchased from the case of Company at any Long-Form Registration, during time after the seven days prior to and the one hundred eighty (180) day period beginning on the effective date of this Agreement (other than in a public offering and other than securities issued to employees who are not directors or executive officers of the Company pursuant to an employee benefit plan or similar arrangement) to agree not to sell, make any underwritten Demand Registration short sale of, loan, grant any option for the purchase of, effect any public sale or any underwritten Piggyback Registration, and (ii) in the case distribution of any Short-Form Registration, during the seven days prior to and the ninety (90) day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (such 180-day or 90-day period, as applicable, the “Holdback Period”), except as part otherwise dispose of such registration, unless the underwriters managing the offering agree in writing. If (i) the Registrant issues an earnings release or other material news or a material event relating to the Registrant and its subsidiaries occurs securities during the last seventeen (17) days of the Holdback Period or (ii) prior to the expiration of the Holdback Period, the Registrant announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until eighteen (18) days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “Holdback Extension”). The Registrant may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction until the end of such period, including any Holdback Extension period.it being understood that no action is required by the Company pursuant to this clause (y) until the managing underwriter requests. (d)