Common use of Holdback Agreements Clause in Contracts

Holdback Agreements. In connection with any underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if requested by the managing underwriter for such offering, each Holder agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven day period prior to and the 90 day period after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.

Holdback Agreements. In Each of the Company and the Holders agrees, upon notice from the managing underwriter or underwriters in connection with any underwritten public Registration for an Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form S-4 or any similar or successor form or pursuant to a registration solely relating to an offering and sale to employees or directors of equity securities by the Company (a “Company Underwritten Offering”pursuant to any employee stock plan or other employee benefit plan arrangement), if requested by not to effect (other than pursuant to such Registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the managing underwriter for such offeringpurchase of, each Holder agrees to enter into a lock-up agreement containing customary restrictions on transfers of or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, any equity securities of the Company without the prior written consent from of the Company, managing underwriters during such period as reasonably requested by the managing underwriters (but in no event longer than the seven day period prior to days before and the 90 day period days after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”Underwritten Offering); provided, that nothing herein will prevent such restrictions shall not apply in any circumstance to (i)(ai) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer acquired by a Holder that is in the public market subsequent to the IPO, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Registrable Securities with regard to which RBSG has beneficial ownership pursuant to an investment advisor managing advisory arrangement under which RBSG provides investment advisory services to a separately managed account to non-related third party in connection with such Registrable Securities and does not derive a benefit from such Registrable Securities other than customary advisory or similar fees. Notwithstanding the owner foregoing, no holdback agreements of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with type contemplated by this Section 2.05 shall be required of Holders unless each of the applicable securities laws, so long as such distributees or transferees agree Company’s directors and executive officers agrees to be bound by a substantially identical holdback agreement for at least the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a same period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiestime.

Holdback Agreements. In Each of the Company and the Holders agree that upon notice from the managing underwriter(s) in connection with any underwritten public registration for an Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form F-4 or S-4 or any similar successor form or pursuant to a registration solely relating to an offering and sale to employees or directors of equity securities by the Company (a “Company Underwritten Offering”pursuant to any employee stock plan or other employee benefit plan arrangement), if requested by not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the managing underwriter for such offeringpurchase of, each Holder agrees to enter into a lock-up agreement containing customary restrictions on transfers of or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, any equity securities of the Company without the prior written consent from of the Company, managing underwriter(s) during the seven day period prior to and the 90 day period after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Holdback Period”); provided, that nothing herein will prevent such restrictions shall not apply to (i)(ai) any securities acquired by a Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities in the public market subsequent to the IPO, (ii) distributions-in-kind to a Holder’s limited or other partners, members or stockholders thereof, other equity holders or (biii) the transfer transfers by a Holder that is an investment advisor managing a separately managed account to the owner one or more of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as its Affiliates if such distributees or transferees Affiliates agree to be bound by the restrictions set forth herein or, in the case of Philips, to a Permitted Philips Transferee (as such term is defined in the Shareholders Agreement). The managing underwriter(s) shall be required to agree as a condition to obtaining such commitments that any discretionary waiver or termination granted by the managing underwriter(s) in respect of any contractual restrictions imposed pursuant to the foregoing provisions shall be granted to all Holders on equal terms. Notwithstanding the foregoing, no holdback agreements of the type contemplated by this Section 22.4 shall be required of Holders (i) unless each of the Company’s directors, executive officers and holders of 5% or more of the outstanding Common Shares agrees to be bound by a substantially identical holdback agreement for at least the same period of time; or (ii) that restricts the exercise, exchange offering or conversion sale of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject Registrable Securities pursuant to the restrictions set forth in this Section 2, a Demand Registration not effected pursuant to a Shelf Registration Statement; or (iii) that restricts the offering or sale of Registrable Securities pursuant to any Holder from continuing market-making or other trading activities as a broker-dealer Demand Registration in an Underwritten Offering for which pricing occurs within 10 days after the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesapplicable Registration Statement first becomes effective.

Holdback Agreements. In (a) Each holder of Registrable Securities hereby agrees, in connection with any underwritten public offering the IPO (if any), that it will not, without the prior written consent of equity securities the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (a “Company Underwritten Offering”)such period not to exceed one hundred eighty (180) days, if or such other period as may be requested by the managing Company or an underwriter for such offering, each Holder agrees to enter into a lock-up agreement containing customary accommodate regulatory restrictions on transfers (1) the publication or other distribution of equity securities research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of the Company Common Stock or any securities convertible into or exercisable or exchangeable (directly or exercisable indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, without prior written consent from the Company, during the seven day period prior whether any such transaction described in clause (i) or (ii) above is to and the 90 day period after (or such shorter period as requested) beginning on the date be settled by delivery of pricing of such underwritten offering (subject to extension in connection with any earnings release Common Stock or other release securities, in cash, or otherwise. The foregoing provisions of material information this Section 4 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to FINRA Rule 2711(f) an underwriting agreement, and shall be applicable to the extent applicable) (the “Lock-Up Period”); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution holders of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be only if all officers and directors are subject to the same restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees uses commercially reasonable efforts to execute obtain a lock-up similar agreement in favor from all stockholders individually owning more than one percent (1%) of the Company’s underwriters outstanding Common Stock (after giving effect to such effect and, in any event, that the Company’s conversion into Common Stock of all outstanding Preferred Stock). The underwriters in any relevant underwritten offering shall be third connection with such registration are intended third-party beneficiaries of this Section 24 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. The provisions Each holder of Registrable Securities further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2 will no longer 4 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to a Holder once all holders of Registrable Securities subject to such Holder ceases agreements, based on the number of shares subject to hold Registrable Securitiessuch agreements.

Holdback Agreements. (a) In connection with any underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if each Stockholder will enter into any lock-up, holdback or similar agreements requested by the underwriter(s) managing underwriter for such offering, in each Holder case with such modifications and exceptions as may be approved by the Majority Stockholders. Without limiting the generality of the foregoing, each Stockholder hereby agrees that in connection with any Demand Registration, Shelf Underwritten Offering or Piggyback Registration that is an Underwritten Offering, not to enter into a lock-up agreement containing customary restrictions on transfers (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed to be owned beneficially by such Stockholder in accordance with the rules and regulations of the SEC) (collectively, “Securities”), or any securities securities, options or rights convertible into or exchangeable or exercisable for Securities (collectively, “Other 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 economic consequences or ownership of any Securities or Other Securities, whether such securitiestransaction is to be settled by delivery of such Securities or Other Securities, without prior written consent from in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”), or (iv) publicly disclose the Companyintention to enter into any Sale Transaction, during commencing on the seven day period prior date on which the Company gives notice to the Stockholders that a preliminary prospectus has been circulated for such Underwritten Offering or the “pricing” of such offering and continuing to the date that is 90 day period after days following the date of the final prospectus (such period, or such shorter period as requested) beginning on agreed to by the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the managing underwriters, a “Lock-Up Holdback Period”); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance each case with the applicable securities laws, so long such modifications and exceptions as such distributees or transferees agree to may be bound approved by the restrictions set forth in this Section 2, (ii) the exercise, exchange Majority Stockholders. The Company may impose stop-transfer instructions with respect to any Securities or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be Other Securities subject to the restrictions set forth in this Section 2, or (iii5.5(a) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between until the end of any Lock-Up Period such Holdback Period. Notwithstanding the foregoing, no Stockholder (other than officers and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor directors of the Company’s underwriters ) will be subject to the Holdback Period in connection with a block Shelf Underwritten Offering unless such Stockholder was provided notice one day prior to such effect and, block Shelf Underwritten Offering and provided the opportunity to participate therein (whether or not such Stockholder elects to participate in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesblock trade).

Holdback Agreements. In Each of the Company and the HL Management Stockholders that have elected to participate in any Underwritten Offering agree, upon notice from the managing underwriter or underwriters in connection with any underwritten public Registration for such Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form S-4 or any similar or successor form or pursuant to a registration solely relating to an offering and sale to employees or directors of equity securities by the Company (a “Company Underwritten Offering”pursuant to any employee stock plan or other employee benefit plan arrangement), if requested by not to effect (other than pursuant to such Registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the managing underwriter for such offeringpurchase of, each Holder agrees to enter into a lock-up agreement containing customary restrictions on transfers of or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, any equity securities of the Company without the prior written consent from of the managing underwriters during such period as reasonably requested by the managing underwriters (but in no event longer than the seven days before and the 90 days after the pricing of such Underwritten Offering or during any 12-month period for more than an aggregate of 180 days); provided that (a) with respect to the Company, during the seven day period prior to and the 90 day period after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (restrictions shall be subject to extension exceptions no less favorable than those contained in any underwriting agreement entered into in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, IPO and (b) such restrictions shall not apply in any circumstance to Registrable Securities acquired by the transfer by a Holder that is an investment advisor managing a separately managed account HL Management Stockholders in the public market subsequent to the owner IPO. Notwithstanding the foregoing, no holdback agreements of the separately managed accounttype contemplated by this Section 2.05 shall be required of the HL Management Stockholders that have elected to participate in any Underwritten Offering unless each of the Company’s directors and executive officers, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities lawsand ORIX, so long as such distributees or transferees agree agrees to be bound by a substantially identical holdback agreement for at least the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a same period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiestime.

Holdback Agreements. In (a) Whenever the Company proposes to register any of its equity securities under the 1933 Act for its own account (other than on Form S-4 or S-8 or any similar successor form or another form used for a purpose similar to the intended use of such forms) in an underwritten offering or is required to use reasonable best efforts to effect the registration of any Registrable Shares (or Common Shares in connection with any a related Synthetic Secondary Transaction with respect to such Registrable Shares) under the 1933 Act pursuant to a request by or on behalf of a Demand Holder pursuant to Section 2.02 in connection with an underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if requested by the managing underwriter for such offering, each Holder agrees of Registrable Shares has agreed by acquisition of its Registrable Shares not to enter into a lock-up agreement containing customary restrictions on transfers effect any sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, or to request registration under Section 2.02 of equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, Registrable Shares during the seven day period prior to and the 90 day period after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution except as part of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed accountsuch Registration if permitted, or (c) unless in the case of a transfer private sale or distribution, the transferee agrees in writing to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market2.09; provided that exceptions shall exist for small non-making or other trading activities as a broker-dealer employee Holders in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offeringaccordance with customary underwriting practices. If requested by the such managing underwriter, each Holder holder of Registrable Shares agrees to execute a lock-up holdback agreement in favor customary form, consistent with the terms of the Company’s underwriters to such effect this Section 2.09(a) and, in any eventcase, that on terms no less favorable to the Holders than the holdback agreements executed by the Company’s underwriters directors and executive officers. No Holder’s obligations pursuant to a holdback agreement or this Section 2.09 (other than small non-employee Holders in any relevant underwritten offering accordance with customary underwriting practices) shall be third party beneficiaries of this Section 2released or waived unless comparable waivers or releases are granted to the other Holders. The Notwithstanding anything to the contrary, the foregoing provisions of this Section 2 will no longer 2.09, with respect to the Dragoneer Demand Holder, the Xxxxxxxxx Demand Holders, the Insight Demand Holders and any Major Investor and only for so long as the Dragoneer Demand Holder, Xxxxxxxxx Demand Holder, Insight Demand Holders or any Major Investor, as applicable, own a number of Registrable Shares equal to less than 5.0% of the total number of outstanding Common Shares of the Company, shall apply only whenever the Company proposes to register any of its equity securities under the 1933 Act for its own account (other than on Form X-0, X-0 or any similar successor form or another form used for a purpose similar to the intended use of such forms) in an underwritten offering and not when a Demand Holder once such Holder ceases has requested a registration pursuant to hold Registrable SecuritiesSection 2.02.

Holdback Agreements. In (a) To the extent not inconsistent with applicable law, in connection with any underwritten a public offering of equity securities by of GDI, upon the Company (a “Company Underwritten Offering”)request of GDI or the underwriter, if requested by in the managing underwriter for such case of an underwritten public offering, the underwriters managing such underwritten offering of GDI's securities, each Holder agrees to enter into a lockholder of Registrable Securities who owns at least 5% of the outstanding capital stock of GDI on an "as-up agreement containing customary restrictions on transfers converted" basis or is an officer or director of equity GDI will not effect any public sale or distribution (other than those included in the registration) of any securities of the Company GDI, or any securities securities, options or rights convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, securities during the seven day period (7) days prior to and the 90 90-day period after beginning on such effective date, unless (or such 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 such "lock up" agreement unless and until all of GDI's executive officers and directors execute substantially similar "lock up" agreements and GDI 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 GDI nor the underwriter shall amend, terminate or waive a "lock up" agreement unless each "lock up" agreement with a Designated Holder is also amended or waived in a similar manner or terminated, as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) case may be. Notwithstanding anything to the extent applicable) (the “Lock-Up Period”); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth contrary in this Section 2Amended and Restated Agreement, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-lock up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities1.5(a) shall not be effective until after the Required Registration Statement has become effective and it has remained effective for 120 days.

Holdback Agreements. In Each of the Company and ORIX agrees, upon notice from the managing underwriter or underwriters in connection with any underwritten public Registration for an Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form S-4 or any similar or successor form or pursuant to a registration solely relating to an offering and sale to employees or directors of equity securities by the Company (a “Company Underwritten Offering”pursuant to any employee stock plan or other employee benefit plan arrangement), if requested by not to effect (other than pursuant to such Registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the managing underwriter for such offeringpurchase of, each Holder agrees to enter into a lock-up agreement containing customary restrictions on transfers of or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, any equity securities of the Company without the prior written consent from of the managing underwriters during such period as reasonably requested by the managing underwriters (but in no event longer than the seven days before and the 90 days after the pricing of such Underwritten Offering or during any 12-month period for more than an aggregate of 180 days); provided that (a) with respect to the Company, during the seven day period prior to and the 90 day period after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (restrictions shall be subject to extension exceptions no less favorable than those contained in any underwriting agreement entered into in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, IPO and (b) such restrictions shall not apply in any circumstance to (i) Registrable Securities acquired by ORIX in the transfer by a Holder that is public market subsequent to the IPO, (ii) distributions-in-kind to ORIX’s shareholders or other equity holders, (iii) Registrable Securities with regard to which ORIX has beneficial ownership pursuant to an investment advisor managing advisory arrangement under which ORIX provides investment advisory services to a separately managed account non-related third party in connection with such Registrable Securities and does not derive a benefit from such Registrable Securities other than customary advisory or similar fees. Notwithstanding the foregoing, no holdback agreements of the type contemplated by this Section 2.05 shall be required of ORIX unless each of the Company’s directors and executive officers, and the HL Management Stockholders that have elected to participate in such Underwritten Offering (prior to the owner third anniversary of the separately managed accountIPO only), or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by a substantially identical holdback agreement for at least the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a same period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiestime.

Holdback Agreements. In connection with (a) No holder of Investor Registrable Securities shall (i) lend; offer; pledge; sell; contract to sell; sell any underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”)option or contract to purchase; purchase any option or contract to sell; grant any option, if requested by the managing underwriter for such offeringright, each Holder agrees or warrant to enter into a lock-up agreement containing customary restrictions on transfers of purchase; or otherwise transfer or dispose of, directly or indirectly, any equity securities of the Company or any securities convertible into or exercisable or exchangeable (directly or exercisable indirectly) for equity securities of the Company (whether such shares or any such securities are then owned by such holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, without prior written consent whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise, from the Company, during date on which the seven day period prior Company gives notice to and the 90 day period after (or such shorter period as requested) beginning on holders of Investor Registrable Securities that a preliminary prospectus has been circulated for the IPO to the date that is 180 days following the date of pricing the final prospectus for such IPO (the “IPO Holdback Period”), except as part of such underwritten offering (subject IPO. Notwithstanding the foregoing, this Section 3(a) shall not be applicable to extension or otherwise be binding on the holders of Investor Registrable Securities unless the Company complies with its obligations under Section 3(b) below in connection with any earnings release such offering. The IPO Holdback Period shall also be extended as may be requested by the Company or an underwriter to accommodate regulatory restrictions on the publication or other release distribution of material information pursuant to research reports and analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The extension in the immediately preceding sentence is referred to herein as the “Holdback Extension.” The Company may impose stop-transfer instructions with respect to the extent applicableshares of its common stock (or other securities) (the “Lock-Up Period”); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, foregoing restriction during any IPO Holdback Period or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end Holdback Extension. Each holder of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder Investor Registrable Securities agrees to execute a lock-up agreement Holdback Agreement in favor of the Company’s underwriters customary form as may be requested by any underwriter pursuant to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of Holdback Period under this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities3.

Holdback Agreements. In connection with any underwritten public offering of equity securities by the Company (a “"Company Underwritten Offering”"), if requested by the managing underwriter for such offering, each Holder owning more than 5% of the Company’s outstanding Common Stock at such time agrees to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven day period prior to and the 90 day period after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “"Lock-Up Period”"); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities Shares to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 22.7, or (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 22.7. The foregoing provisions of this Section 2.7 shall not apply to any resale of Registrable Shares pursuant to a Registration Statement, or (iii) and shall be applicable to any Holder from continuing market-making or other trading activities as a broker-dealer in only if all officers and directors of the ordinary course of business; provided, further, that there shall be a period of at least 30 days between Company are subject to the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offeringsame restrictions. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s 's underwriters to such effect and, in any event, that the Company’s 's underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities2.7.

Holdback Agreements. In (a) If any registration of Registrable Securities shall be effected in connection with any an underwritten public offering (including, for avoidance of equity securities by doubt, the Company (a “Company Underwritten Initial Public Offering”), if requested by the managing underwriter for such offering, each Holder agrees (i) not to enter into a lock-up agreement containing customary restrictions on transfers effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Ordinary Shares, Ordinary Share Equivalents or other equity securities of the Company or of any securities convertible into or exchangeable or exercisable for Ordinary Shares, Ordinary Share Equivalents or any other equity securities of the Company (except for a direct resale of securities by the Names' Trustee pursuant to an effective registration statement under the Securities Act in accordance with the provisions of Section 2(c)(ii), Section 2(c)(iii) or Section 3(a)(iii), as the case may be); and (ii) if such securitiesHolder (together with any Affiliate of such Holder) holds 5% or more of the Ordinary Shares (on a fully-diluted basis, without taking into account all vested and exercisable options, warrants or rights to acquire any Ordinary Shares and any securities immediately convertible into or exchangeable or exercisable for Ordinary Shares), not to transfer, by way of a dividend, distribution or comparable transfer to any shareholder, member, partner, limited partner or beneficiary (as the case may be) of such Holder, any Ordinary Shares, Ordinary Share Equivalents or other equity securities of the Company or of any securities convertible into or exchangeable or exercisable for Ordinary Shares, Ordinary Share Equivalents or any other equity securities of the Company, in each case under clause (i) or (ii), other than as part of such underwritten public offering pursuant to an effective registration statement, commencing on the date that is 5 days prior to the anticipated date of the printing of the "red xxxxxxx" preliminary prospectus for the road show for such offering (which date shall be specified in a written consent notice to the Holders from the Company, during ) and continuing for such period of time as the seven day period prior to managing underwriter and the Company may agree (not to exceed, in the case of the Initial Public Offering, 180 days, or in the case of any other underwritten public offering, 90 day period after (or such shorter period as requested) days, beginning on the closing date of pricing the sale of securities in such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”an effective registration statement); provided, that nothing herein will prevent (i)(a) any Holder that is a partnershiphowever, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.that:

Holdback Agreements. In connection (a) To the extent not inconsistent with applicable law and requested by the underwriters, in the case of any underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”), if requested by the managing underwriter for such offeringRegistrable Securities pursuant to this Agreement, each Holder who is participating in such offering agrees not to enter into a lock-up agreement containing customary restrictions on transfers effect any public sale or distribution of equity securities any Registrable Securities or of the Company or any securities convertible into or exchangeable or exercisable for such securitiesRegistrable Securities, without prior written consent from including a sale pursuant to Rule 144 under the CompanySecurities Act, or offer to sell, contract to sell (including any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a sale of Registrable Securities, in each case, during the seven one hundred and eighty (180) day period prior to and the 90 day period after (or such shorter period as requested) beginning on the effective date of pricing the registration statement (in the case of an initial public offering if the Company is not already listed on the NYSE or NASDAQ) or ninety (90) day period beginning on the effective date of the registration statement (in the case of any other underwritten public offering) or such lesser period as the underwriter may agree (except as part of such underwritten registration) for such public offering (subject to extension in connection with any earnings release or other release such period of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (time, the “Lock-Up Holdback Period”); provided, however, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (bi) the transfer by a Holder that is an investment advisor managing a separately managed account Holdback Period shall be the same with respect to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise all Holders who are participating in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2offering, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion foregoing restrictions shall only be subject applicable to the restrictions set forth in this Section 2Holders to the extent they are applicable on substantially similar or more restrictive terms to all directors and executive officers of the Company and its subsidiaries, or and (iii) if the restrictions applicable to any director or officer of the Company or its subsidiaries, or the restrictions applicable to any Holder from continuing market-making or other trading activities as a broker-dealer participating in the ordinary course of business; providedoffering, furtherare less restrictive (due to a waiver or otherwise) than the foregoing restrictions, that there then such less restrictive provisions shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesall Holders participating in the offering.

Holdback Agreements. In connection with any underwritten public offering (i) Each Holder of equity securities by the Company (a “Company Underwritten Offering”)Registrable Securities agrees, if requested so required by the managing underwriter for Underwriter, that it would agree to “Holdbacks” to the extent that (A) such offering, each Holder agrees Holdbacks applied to enter into a lock-up agreement containing customary restrictions on transfers the Company and holders of equity all other securities of the Company on terms equal to or less favorable than the terms applicable to the holders of Registrable Securities and (B) such Holdbacks were limited to one hundred eighty (180) days after any underwritten registration pursuant to Section 2.1 or 2.2 has become effective. For the purpose of this Agreement, to “Holdback” is to refrain from selling, making any short sale of, loaning, granting any option for the purchase of, effecting any public sale or distribution of or otherwise disposing of any securities of the Company, except as part of such underwritten registration, whether or not such holder participates in such registration. Notwithstanding the foregoing sentence, each holder of Registrable Securities subject to the foregoing sentence shall be entitled to sell during the foregoing period securities in a private sale to the extent permitted pursuant to the Shareholders’ Agreement. Each Holder of Registrable Securities agrees that the Company may instruct its transfer agent to place stop transfer notations in its records to enforce such Holdbacks. (ii) The Company agrees (A) if so required by the managing Underwriter, that it would be subject to the same Holdbacks as the holders of Registrable Securities, except pursuant to registrations on Form X-0, X-0, X-00 or S-15 or any successor or similar forms thereto, and (B) to cause each holder of its securities or any securities convertible into or exchangeable or exercisable for any of such securities, without prior written consent in each case purchased from the Company, during the seven day period prior to and the 90 day period Company at any time after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering this Agreement (subject to extension other than in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(fa public offering) to the extent applicable) (the “Lock-Up Period”); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable SecuritiesHoldbacks.

Holdback Agreements. In connection with (a) Whenever the Company proposes to register any underwritten public offering of its equity securities under the Securities Act in an underwritten offering for its own account (other than on Form S-4 or S-8 or any similar successor form or another form used for a purpose similar to the intended use of such forms) or is required to use its reasonable efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3.01 or 3.02, upon the request of the managing underwriter of such offering, each holder of Registrable Securities agrees by acquisition of such Registrable Securities, without the Company (a “Company Underwritten Offering”), if requested by consent of the managing underwriter for such offering, each Holder agrees not to enter into a lock-up agreement containing customary restrictions on transfers of equity securities of the Company effect any sale or distribution, including any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the Company, during the seven day period prior to and the 90 day period after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information sale pursuant to FINRA Rule 2711(f) 144 under the Securities Act, or to request registration under Section 3.02 of any Registrable Securities for the extent applicable) time period reasonably requested by the managing underwriter for the underwritten offering; provided, that in no event shall such period exceed 180 days (the “Lock-Up up Period”) after the effective date of the registration statement relating to such Registration, except (i) as part of such Registration or (ii) in the case of a private sale or distribution, unless the transferee agrees in writing to be subject to this Section 3.06. If requested by such managing underwriter, each holder of Registrable Securities agrees to execute a holdback agreement, in customary form, consistent with the terms of this Section 3.06(a); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner form of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion lock-up shall be subject substantially identical as to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of businesseach similarly situated Stockholder; provided, further, that there if the Company releases any holder of Registrable Securities from such holdback agreement, it shall similarly release all other holders of Registrable Securities on a pro rata basis. Notwithstanding the foregoing, no Stockholder shall be subject to a period Lock-up Period in excess of at least 30 180 days between in any calendar year due to the end registration of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees Registrable Securities pursuant to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities3.02.

Holdback Agreements. In (a) Each holder of Registrable Securities hereby agrees, in connection with any underwritten public offering the IPO (if any), that it will not, without the prior written consent of equity securities the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (a “Company Underwritten Offering”)such period not to exceed one hundred eighty (180) days, if or such other period as may be requested by the managing Company or an underwriter for such offering, each Holder agrees to enter into a lock-up agreement containing customary accommodate regulatory restrictions on transfers (1) the publication or other distribution of equity securities research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of the Company Common Stock or any securities convertible into or exercisable or exchangeable (directly or exercisable indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, without prior written consent from the Company, during the seven day period prior whether any such transaction described in clause (i) or (ii) above is to and the 90 day period after (or such shorter period as requested) beginning on the date be settled by delivery of pricing of such underwritten offering (subject to extension in connection with any earnings release Common Stock or other release securities, in cash, or otherwise. The foregoing provisions of material information this Section 4 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to FINRA Rule 2711(f) an underwriting agreement, and shall be applicable to the extent applicable) (the “Lock-Up Period”); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution holders of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be only if all officers and directors are subject to the same restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees uses commercially reasonable efforts to execute obtain a lock-up similar agreement in favor from all stockholders individually owning more than one percent (1%) of the Company’s underwriters outstanding Common Stock (after giving effect to such effect and, in any event, that the Company’s conversion into Common Stock of all outstanding Series A Preferred Stock and Series B Preferred Stock). The underwriters in any relevant underwritten offering shall be third connection with such registration are intended third-party beneficiaries of this Section 24 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. The provisions Each holder of Registrable Securities further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2 will no longer 4 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to a Holder once all holders of Registrable Securities subject to such Holder ceases agreements, based on the number of shares subject to hold Registrable Securitiessuch agreements.

Holdback Agreements. In Each of the Company and the Holders agrees, upon notice from the managing underwriter or underwriters in connection with any underwritten public Registration for an Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form S-4 or any similar or successor form or pursuant to a registration solely relating to an offering and sale to employees or directors of equity securities by the Company (a “Company Underwritten Offering”pursuant to any employee stock plan or other employee benefit plan arrangement), if requested by not to effect (other than pursuant to such Registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the managing underwriter for such offeringpurchase of, each Holder agrees to enter into a lock-up agreement containing customary restrictions on transfers of or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, any equity securities of the Company without the prior written consent from of the Company, managing underwriters during such period as reasonably requested by the managing underwriters (but in no event longer than the seven day period prior to days before and the 90 day period 30 days after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”Underwritten Offering); provided, that nothing herein will prevent such restrictions shall not apply in any circumstance to (i)(ai) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer acquired by a Holder that is in the public market subsequent to April 11, 2016, and (ii) Registrable Securities with regard to which such Holder has beneficial ownership pursuant to an investment advisor managing advisory arrangement under which such Holder provides investment advisory services to a separately managed account to non-related third party in connection with such Registrable Securities and does not derive a benefit from such Registrable Securities other than customary advisory or similar fees. Notwithstanding the owner foregoing, no holdback agreements of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with type contemplated by this Section 2.05 shall be required of Holders unless each of the applicable securities laws, so long as such distributees or transferees agree Company’s directors and executive officers agrees to be bound by a substantially identical holdback agreement for at least the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a same period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiestime.

Holdback Agreements. In (a) Subject to Section 3.08(b), if and to the extent requested in writing by the sole or managing underwriter in connection with any underwritten public offering of equity securities by Underwritten Public Offering, both the Company and the Stockholders shall agree (a “Company Underwritten Offering”it being understood that no such Stockholder shall be requested to so agree unless all such Stockholders are requested to do so), if requested by the managing underwriter for such offering, each Holder agrees not to enter into a lock-up agreement containing customary restrictions on transfers effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities any shares of the Company Class A Common Stock or any securities security convertible into or exchangeable or exercisable for such securitiessecurities (except as part of such Underwritten Public Offering) during the period (each such period, without a “Holdback Period”) beginning ten (10) days prior written consent from to the launch of the Underwritten Public Offering and ending no later than the earlier of (i) ninety (90) days following the closing date of such offering and (ii) such day (if any) as the Company or the Stockholder(s), as applicable, and the sole or managing underwriter for such offering shall agree to designate for this purpose (such agreement a “Holdback Agreement”). (b) Neither the Company, during nor the seven day period prior Stockholders shall be obligated to enter into a Holdback Agreement unless the Company’s directors and executive officers (including, but not limited to, any executive officer that is deemed an officer for purposes of Section 16 of the 90 day period after (or Exchange Act) enter into agreements substantially similar to such shorter period as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) Holdback Agreement. A Holdback Agreement shall not apply to the extent applicable) exercise of options to purchase shares of the Company (the “Lock-Up Period”); provided, provided that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities such restrictions shall apply with respect to the partnerssecurities issuable upon such exercise). For any Underwritten Public Offering other than the IPO Follow-On Underwritten Offering, members any Stockholders that (i) are or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner were holders of the separately managed account, Class A common units of Holdings or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer have an Economic Interest in the ordinary course Company of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect less than 5% and, in any eventeither case, that the Company’s underwriters are not participating in any relevant underwritten offering such Underwritten Public Offering, shall not be third party beneficiaries of this required to enter into a Holdback Agreement pursuant to Section 23.08(a). The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.3.09

Holdback Agreements. In connection with any underwritten public offering 3A. No holder of equity securities by the Company Registrable Securities shall (a “Company Underwritten Offering”i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), if requested by the managing underwriter for such offeringdirectly or indirectly, each Holder agrees to enter into a lock-up agreement containing customary restrictions on transfers of any equity securities of the Company Company, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (including equity securities 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, without prior written consent from “Securities”), (ii) enter into a transaction which would have the Companysame effect as described in clause (i) above, during (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the seven day period prior economic consequences or ownership of any Securities, 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 90 day period after (intention to enter into any Sale Transaction, in any such case commencing on the earlier of the date on which the Company has notice of the circulation of a preliminary or final prospectus for an underwritten Public Offering or the “pricing” of such shorter period as requested) beginning on offering and continuing to the date that is 60 days following the date of pricing the final prospectus for such Public Offering (the “Holdback Period”), except as part of such underwritten offering Public Offering, unless the underwriters managing such registered Public Offering otherwise agree in writing. Notwithstanding the foregoing, (subject a) this Section 3A shall not be applicable to extension or otherwise be binding on the holders of Registrable Securities unless the Company complies with its obligations under Section 3B in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, such offering and (b) the holders of Registrable Securities will be subject to no more than one Holdback Period in any 12 month period as a result of an underwritten Public Offering in which the Company sells Securities for its own account. The Company may impose stop-transfer by a Holder that is an investment advisor managing a separately managed account instructions with respect to its equity securities subject to the owner foregoing restriction during any Holdback Period. Each holder of Registrable Securities agrees to enter into lock-up agreements with the managing underwriter(s) of an underwritten Public Offering in such form as agreed to by the holders of a majority of the separately managed account, or (c) a transfer to an Affiliate Sponsor Registrable Securities participating in such offering; provided that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to period of the lock-up shall not be bound by the restrictions set forth longer than provided in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securities.3A.

Holdback Agreements. In connection with any underwritten public offering (a) Each Holder of equity securities Registrable Stock agrees, if so required (pursuant to a timely notice) by the Company (a “Company Underwritten Offering”), if requested by or the managing underwriter for such offeringin any Underwritten Offering, each Holder agrees not to enter into a lock-up agreement containing customary restrictions on transfers effect any public sale of equity distribution of securities of the Company of the same class as the securities included in such Underwritten Registration, or any securities convertible into or exchangeable to exercisable therefor, during the 7 days prior to and the 90 days after any Underwritten Registration pursuant to Section 2 or Section 3 has become effective, except as part of such Underwritten Registration; PROVIDED, that no Holder shall be so required unless the executive officers and directors of the Company and each holder of 5% or more (on a fully diluted basis) of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from so agree. Notwithstanding the Companyforegoing sentence, during the seven day period prior to and the 90 day period after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); provided, that nothing herein will prevent (i)(a) any each Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth foregoing sentence shall be entitled to sell securities during the foregoing period in a private sale. If a request is made pursuant to this Section 24(a), or (iii) any Holder from continuing market-making or other trading activities as then the time period during which a broker-dealer in Shelf Registration is required to remain continuously effective for such Holders of Registrable Stock pursuant to the ordinary course terms of business; provided, further, that there this Agreement shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offeringextended 210 days. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor None of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The foregoing provisions of this Section 2 will no longer 4(a) shall apply to a any Holder once of Registrable Stock if such Holder ceases is prevented by applicable statute or regulation from entering into any such agreement; PROVIDED, that any such Holder shall undertake not to hold effect any public sale or distribution of the Registrable SecuritiesStock unless such Holder has provided 15 days' prior written notice of such sale or distribution to the underwriter or underwriters.

Holdback Agreements. In connection with any underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”)Each Holder agrees, if requested unless otherwise agreed to by the managing underwriter for such offeringany underwritten offering pursuant to this Agreement, each Holder agrees not to enter into a lock-up agreement containing customary restrictions on transfers effect any sale or distribution of any equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from equity securities of the Company, including any sale under Rule 144 under the Securities Act, during the seven day period commencing 10 days prior to the date on which an underwritten offering of Common Stock pursuant to Section 2(a), 3 or 4 (whether or not, in the case of an underwritten offering pursuant to Section 4, such offering includes Registrable Common Stock held by Piggyback Requesting Holders) commences and until 90 days after the 90 day period after date on which a prospectus is filed with the Commission with respect to the pricing of such underwritten offering (or such shorter period as requestedthe underwriters may require), except as part of such underwritten 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 adviser. A Holder that 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 shall, if requested by the Company not more than 30 days before the commencement of such an underwritten offering, notify the Company in writing of such prohibition at least 10 days before the commencement of such underwritten offering. 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 (i) beginning on not to sell, make any short sale of, loan, grant any option for the purchase of (other than employee stock options), or effect any public offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the period commencing 10 days prior to the date on which an underwritten offering pursuant to Section 2(a), 3 or 4 (which, in the case of an underwritten offering pursuant to Section 4, includes Registrable Common Stock held by Piggyback Requesting Holders) and commences until 90 days after the date on which a prospectus is filed with the Commission with respect to the pricing of such underwritten offering (subject to extension in connection with any earnings release or other release such shorter period as the underwriters may require), except as part of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); providedsuch underwritten offering, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2, and (ii) the exercise, exchange or conversion to use commercially reasonable efforts to cause each holder of any security exercisable equity securities, or securities convertible into or exchangeable foror exercisable for equity securities, in each case, acquired from the Company at any time after the Effective Date (other than in a Public Offering or pursuant to an employee benefits plan), to agree not to sell, make any short sale of, loan, grant any option for the purchase of, or convertible intoeffect any public offering or distribution of such securities, Common Stock, provided the Common Stock issued upon during such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesperiod.

Holdback Agreements. In connection with any underwritten public offering (a) Each Holder of equity securities Registrable Stock agrees, if so required (pursuant to a timely notice) by the Company (a “Company Underwritten Offering”), if requested by or the managing underwriter for such offeringin any Underwritten Offering, each Holder agrees not to enter into a lock-up agreement containing customary restrictions on transfers effect any public sale of equity distribution of securities of the Company of the same class as the securities included in such Underwritten Registration, or any securities convertible into or exchangeable to exercisable therefor, during the 7 days prior to and the 90 days after any Underwritten Registration pursuant to Section 2 or Section 3 has become effective, except as part of such Underwritten Registration; provided, that no Holder shall be so required unless the officers and directors of the Company and each holder of 5% or more (on a fully diluted basis) of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from so agree. Notwithstanding the Companyforegoing sentence, each Holder of Registrable Stock subject to the foregoing sentence shall be entitled to sell securities during the seven day foregoing period prior to and the 90 day period after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information a private sale. If a request is made pursuant to FINRA Rule 2711(f) this Section 4(a), then the time period during which a Shelf Registration is required to remain continuously effective for such Holders of Registrable Stock pursuant to the extent applicableterms of this Agreement shall be extended 210 days. None of the foregoing provisions of this Section 4(a) (the “Lock-Up Period”)shall apply to any Holder of Registrable Stock if such Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, that nothing herein will prevent (i)(a) any such Holder that is a partnership, limited liability company shall undertake not to effect any public sale or corporation from making a distribution of the Registrable Securities Stock unless such Holder has provided 15 days' prior written notice of such sale or distribution to the partners, members underwriter or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesunderwriters.

Holdback Agreements. In connection with Each Holder understands and agrees that (i) it shall not sell, offer, pledge, contract to sell, grant any underwritten public offering option or contract to purchase, purchase any option or contract to sell, grant any right or warrant to purchase, lend or otherwise transfer or encumber, directly or indirectly, any shares of equity securities by the Company its Registrable Securities (each, a “Company Underwritten OfferingTransfer”), if requested by the managing underwriter for nor shall such offering, each Holder agrees to enter into a lock-up agreement containing customary restrictions on any swap, hedging or other arrangement that transfers of equity securities to another, in whole or in part, any of the Company or economic consequences of ownership of any securities convertible into or exchangeable or exercisable for such securities, without prior written consent shares of its Registrable Securities until six (6) months from the Company, during date the seven day period prior to and SEC declares the 90 day period after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) applicable registration statement effective (the “Lock-Up PeriodRelease Date”); provided, . Each Holder hereby covenants and agrees that nothing herein will prevent (i)(ax) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound it shall abide by the restrictions set forth in this Section 2, above and (iiy) the exercise, exchange or conversion Company shall be entitled to place “stop transfer” instructions with the Company’s transfer agent in compliance with the above restrictions. The foregoing provisions of this Subsection 6(b) shall not apply to the sale of any security exercisable or exchangeable forshares to an underwriter pursuant to an underwriting agreement, or convertible into, Common Stockthe Transfer of any Registrable Securities to Permitted Assignees, provided the Common Stock issued upon that such exercise or conversion shall Permitted Assignee agrees to be subject to bound in writing by the restrictions set forth in this Section 2herein, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; and provided, further, that there any such Transfer shall be not involve a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offeringdisposition for value. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s The underwriters in any relevant underwritten offering shall be third connection with such registration are intended third-party beneficiaries of this Section 2Subsection 6(b) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The provisions Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 6(b) or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. For the purposes of this Section 2 will no longer apply Agreement, (x) “Permitted Assignees” means (a) with respect to a Holder once person, Affiliates of such Holder ceases person, (b) with respect to hold Registrable Securitiesa partnership, its general and limited partners, (c) with respect to a limited liability company, its members and (d) with respect to an individual party, any Immediate Family Member of such party or any trust for the direct or indirect benefit of the individual or any Immediate Family Member, (y) “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein and (z) “Affiliate” means with respect to any specified person, any other person who, directly or indirectly, controls, is controlled by, or is under common control with such person, including without limitation any general partner, managing member, officer or director of such person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such person.

Holdback Agreements. In connection with Each Holder understands that (i) it shall not sell, offer, pledge, contract to sell, grant any underwritten public offering option or contract to purchase, purchase any option or contract to sell, grant any right or warrant to purchase, lend or otherwise transfer or encumber, directly or indirectly, any shares of equity securities by the Company Registrable Securities (a “Company Underwritten OfferingTransfer”), if requested by the managing underwriter for nor shall such offering, each Holder agrees to enter into a lock-up agreement containing customary restrictions on any swap, hedging or other arrangement that transfers of equity securities to another, in whole or in part, any of the Company or economic consequences of ownership of any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from shares of the Company, during Registrable Securities until the seven day period prior to and the 90 day period after Release Date (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”defined below); provided, however, that nothing herein will prevent in connection with a Resale Registration only, such Holder shall be permitted to Transfer up to fifty percent (i)(a50%) of such Holder’s Registrable Securities at any Holder time on or after the SEC Effective Date of such Resale Registration, and (ii) it shall be entitled to Transfer up to the remaining fifty percent (50%) of such Holder’s Registrable Securities at any time on or after such date that is a partnership, limited liability company or corporation from making a distribution six (6) months following the SEC Effective Date of Registrable Securities to the partners, members or stockholders thereof, such Resale Registration. Each Holder hereby covenants and agrees that (bx) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound it shall abide by the restrictions set forth in this Section 2, above and (iiy) the exerciseCompany 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 (e), exchange or conversion the term “Release Date” shall mean six (6) months from the SEC Effective Date (which six (6) month term may be extended to twelve (12) months at the discretion of the underwriter in the case of an IPO). The foregoing provisions of this Subsection 2.1(e) shall not apply to the sale of any security exercisable or exchangeable forshares to an underwriter pursuant to an underwriting agreement, or convertible into, Common Stockthe Transfer of any Registrable Securities to Permitted Assignees, provided the Common Stock issued upon that such exercise or conversion shall Permitted Assignee agrees to be subject to bound in writing by the restrictions set forth in this Section 2herein, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; and provided, further, that there any such Transfer shall be not involve a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offeringdisposition for value. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s The underwriters in any relevant underwritten offering shall be third connection with such registration are intended third-party beneficiaries of this Section 2Subsection 2.1(e) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The provisions Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 2.1(e) or that are necessary to give further effect thereto. Any discretionary waiver or termination of this Section 2 will no longer the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to a Holder once all Holders subject to such Holder ceases agreements, based on the number of shares subject to hold Registrable Securitiessuch agreements.

Holdback Agreements. In Each of the Company and the Holders agrees, upon notice from the managing underwriter or underwriters in connection with any underwritten public Registration for an Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form F-4 or any similar or successor form or pursuant to a registration solely relating to an offering and sale to employees or directors of equity securities by the Company (a “Company Underwritten Offering”pursuant to any employee stock plan or other employee benefit plan arrangement), if requested by not to effect (other than pursuant to such Registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the managing underwriter for such offeringpurchase of, each Holder agrees to enter into a lock-up agreement containing customary restrictions on transfers of or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, any equity securities of the Company without the prior written consent from of the Company, managing underwriters during such period as reasonably requested by the managing underwriters (but in no event longer than the seven day period prior to days before and the 90 day period days after (or such shorter period as requested) beginning on the date of pricing of such underwritten offering (subject to extension in connection with any earnings release or other release of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”Underwritten Offering); provided, that nothing herein will prevent such restrictions shall not apply in any circumstance to (i)(ai) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer acquired by a Holder that is in the public market subsequent to the IPO, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Registrable Securities with regard to which the Founding Shareholder has beneficial ownership pursuant to an investment advisor managing advisory arrangement under which the Founding Shareholder provides investment advisory services to a separately managed account to non-related third party in connection with such Registrable Securities and does not derive a benefit from such Registrable Securities other than customary advisory or similar fees. Notwithstanding the owner foregoing, no holdback agreements of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with type contemplated by this ‎Section 2.05 shall be required of Holders unless each of the applicable securities laws, so long as such distributees or transferees agree Company’s directors and executive officers agrees to be bound by a substantially identical holdback agreement for at least the restrictions set forth in this Section 2, (ii) the exercise, exchange or conversion of any security exercisable or exchangeable for, or convertible into, Common Stock, provided the Common Stock issued upon such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a same period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiestime.

Holdback Agreements. In connection with any underwritten public offering of equity securities by the Company (a “Company Underwritten Offering”)Each Holder agrees, if requested unless otherwise agreed to by the managing underwriter for such offeringany underwritten offering pursuant to this Agreement, each Holder agrees not to enter into a lock-up agreement containing customary restrictions on transfers effect any sale or distribution of any equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from equity securities of the Company, including any sale under Rule 144 under the Securities Act, during the seven day period commencing 10 days prior to the date on which an underwritten offering of Common Stock pursuant to Section 2(a), 3 or 4 (whether or not, in the case of an underwritten offering pursuant to Section 4, such offering includes Registrable Common Stock held by Piggyback Requesting Holders) commences and until 90 days after the 90 day period after date on which a prospectus is filed with the Commission with respect to the pricing of such underwritten offering (or such shorter period as requestedthe underwriters may require), except as part of such underwritten 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 adviser. A Holder that 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 shall, if requested by the Company not more than 30 days before the commencement of such an underwritten offering, notify the Company in writing of such prohibition at least 10 days before the commencement of such underwritten offering. 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 (i) beginning on not to sell, make any short sale of, loan, grant any option for the purchase of (other than employee stock options), or effect any public offering or distribution of any equity securities of the Company, or securities convertible into or exchangeable or exercisable for equity securities of the Company, during the period commencing 10 days prior to the date on which an underwritten offering pursuant to Section 2(a), 3 or 4 (which, in the case of an underwritten offering pursuant to Section 4, includes Registrable Common Stock held by Piggyback Requesting Holders) and commences until 90 days after the date on which a prospectus is filed with the Commission with respect to the pricing of such underwritten offering (subject to extension in connection with any earnings release or other release such shorter period as the underwriters may require), except as part of material information pursuant to FINRA Rule 2711(f) to the extent applicable) (the “Lock-Up Period”); providedsuch underwritten offering, that nothing herein will prevent (i)(a) any Holder that is a partnership, limited liability company or corporation from making a distribution of Registrable Securities to the partners, members or stockholders thereof, (b) the transfer by a Holder that is an investment advisor managing a separately managed account to the owner of the separately managed account, or (c) a transfer to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2, and (ii) the exercise, exchange or conversion to use commercially reasonable efforts to cause each holder of any security exercisable equity securities, or securities convertible into or exchangeable foror exercisable for equity securities, in each case, acquired from the Company at any time after the Effective Date (other than in a Public Offering or pursuant to an employee benefits plan), to agree not to sell, make any short sale of, loan, grant any option for the purchase of, or convertible intoeffect any public offering or distribution of such securities, Common Stock, provided the Common Stock issued upon during such exercise or conversion shall be subject to the restrictions set forth in this Section 2, or (iii) any Holder from continuing market-making or other trading activities as a broker-dealer in the ordinary course of business; provided, further, that there shall be a period of at least 30 days between the end of any Lock-Up Period and the pricing date of any subsequent Company Underwritten Offering. If requested by the managing underwriter, each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant underwritten offering shall be third party beneficiaries of this Section 2. The provisions of this Section 2 will no longer apply to a Holder once such Holder ceases to hold Registrable Securitiesperiod.