The Participant agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act, # not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company’s securities for a period of 180 days from the effective date of such registration statement, and # to execute any agreement necessary to effect [clause (i) above] as may be requested by the Company or the managing underwriters at the time of such offering.

Initial Public Offering. The foregoing restrictions shall cease to be of any further force or effect upon the closing date of a MERGER of Securities.

Reduction Following Public Offering. If # before or after the second (2nd) anniversary of Term Commencement Date, the stock of Tenant has been issued in a public offering and is sold on a public stock exchange at a net price which equates to a market capitalization of at least ​, # the second (2nd) anniversary of the Term Commencement Date has occurred, and # no monetary Event of Default has occurred during the twelve (12) month period preceding such public offering or the second (2nd) anniversary of the Term Commencement Date, whichever date is later (the “Public Offering LC Reduction Conditions”), then the Letter of Credit Amount shall be reduced to if the Public Offering LC Reduction Conditions are satisfied, and provided that Tenant tenders the replacement or amended Letter of Credit to Landlord satisfying each and all of the requirements set forth in this Paragraph 20, Landlord shall exchange the Letter of Credit then held by Landlord for the replacement Letter of Credit tendered by Tenant or accept and acknowledge the amendment to the Letter of Credit then held by Landlord, as applicable. If, following the satisfaction of the Public Offering LC Reduction Condition, Tenant maintains four (4) consecutive quarters during which its market capitalization is at least ​, then the Letter of Credit Amount shall be reduced to zero and eliminated as a requirement hereunder.

Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to [Section 2(a)] hereof, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, delayed or conditioned, of the Investor and its ​ counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with [Section 2(c)] hereof until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this [Section 2(d)].

Offering. Subject to the truth and accuracy of the Investor’s representations set forth in [Section 6] of this Agreement, the offer and sale of the Securities, as contemplated by this Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the qualification or registration requirements of state securities laws or other applicable blue sky laws. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions.

“Public Offering” means the issuance and sale by the Borrower or any Parent Company of its common Capital Stock in any underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) pursuant to which the net Cash proceeds are received by or contributed to the Borrower.

“Qualified Equity Offering” means the issuance by Holdings or any other direct or indirect parent of Holdings of its common Equity Interests in any underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows:

costs incurred in connection with any secondary public offering and/or new registrations of Holdings or its Equity Interests, and

Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).