Market Stand-Off. In connection with any underwritten public offering by the Company or the Company’s successor in an acquisition or otherwise (collectively, the “Successor Entity”) of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Successor Entity’s initial public offering, the Participant or any holder of the Shares acquired under this Agreement shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Agreement (or other equity securities of the Successor Entity) without the prior written consent of the Successor Entity or its underwriters. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Successor Entity or such underwriters. The Market Stand-Off shall in any event terminate two years after the date of the Successor Entity’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Successor Entity’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Successor Entity may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Successor Entity’s underwriters shall be beneficiaries of the agreement set forth in this ​. This Subsection # shall not apply to Shares registered in the public offering under the Securities Act, and the Participant shall be subject to this Subsection # only if the directors and officers of the Successor Entity are subject to similar arrangements.

Market Stand-off Agreement. The Holder agrees that the shares of Applicable Stock shall be subject to the “Market Stand-Off” provisions in [Section 2.13] of that certain Amended and Restated Investor Rights Agreement dated as of ​, as the same may be amended or restated from time to time or any applicable successor section thereof; provided, however, that such “Market Stand-Off” provisions shall terminate as to the undersigned if any of the Company’s officer, directors and holders of more than 1 % of the Company’s Common Stock (as determined on an as-converted to Common Stock basis) that are subject to similar “Market Stand-Off” provisions have their obligations waived or are otherwise permitted to make sales of Securities of the Company in the subject transaction.

Market Stand-off Agreement. Each of the SPIV and NCI agrees to be bound by and subject to all the terms and conditions of [Section 1.14] of the Investor Rights Agreement dated as of ​ by and among the Company and certain stockholders, as such agreement may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, as if each of the SPIV and NCI were a “Holder” thereunder.

. “Market Stand-off” Undertaking. The Seller shall have delivered to the Purchaser a duly executed copy of the “Market Stand-off” Undertaking, [Exhibit A].

(iv) “Market Stand-off” Undertaking. Duly executed “Market Standoff” Undertaking, attached hereto as [Exhibit A], or any other lock-up agreement/undertaking requested by underwriters in its stead; and

Stand-Alone Rights. The following terms and conditions shall govern the grant and exercise of Stand-alone Rights:

Spin-Off. If at any time the balance of the HoldCo Note equals or exceeds ​, then the Buyer shall, as promptly as practicable, distribute fifteen percent (15%) of the outstanding capital stock of HoldCo (the "Distributable Shares") to the shareholders of Buyer in proportion to their per-common-share as-converted interest in the equity of Buyer. Buyer may also, at any other time, distribute the Distributable Shares to the shareholders of Buyer in such proportion. Any such distribution shall be made in compliance with the conditions for exemption from registration set forth in Staff Legal Bulletin 4, when such conditions are available, and otherwise pursuant to such registration statement as is required. Notwithstanding the forgoing, in the event that Buyer fails to make a disbursement under the HoldCo Note in accordance with [Schedule A] thereto and Holdco elects to a spin-off as outlined in this [Section 5.8], the Distributable Shares instead of being fifteen percent (15%) of the outstanding capital stock of HoldCo shall be measured on and as of the effective date of the distribution registration statement as follows:

Market Capitalization. The Borrower fails to maintain a market capitalization of at least ​ on any Trading Day, which shall be calculated by multiplying # the closing price of the Borrower’s common stock on the Trading Day immediately preceding the respective date of calculation by # the total shares of the Borrower’s common stock issued and outstanding on the Trading Day immediately preceding the respective date of calculation.

Market Disruption. Notwithstanding the provisions of [Section 2(f)], if ​ shall have provided interest rate quotes pursuant to [Section 2(e)] and thereafter prior to the time an Acceptance with respect to such quotes shall have been notified to ​ in accordance with [Section 2(f)]: # in the case of any fixed rate Shelf ​, the domestic market for U.S. Treasury securities or derivatives shall have closed or there shall have occurred a general suspension, material limitation, or significant disruption of trading in securities generally on the New York Stock Exchange or in the domestic market for U.S. Treasury securities or derivatives, or # in the case of any floating rate Shelf ​, reasonable and adequate means do not exist for ascertaining LIBOR for the relevant Interest Period, or ​ reasonably determines (which determination shall be conclusive and binding absent demonstrable error) that LIBOR does not adequately and fairly reflect the cost to ​ for funding the floating rate Shelf ​, then such interest rate quotes shall expire, and no purchase or sale of Shelf ​ hereunder shall be made based on such expired interest rate quotes. If the ​ thereafter notifies ​ of the Acceptance of any such interest rate quotes, such Acceptance shall be ineffective for all purposes of this Agreement, and ​ shall promptly notify the ​ that the provisions of this [Section 2(g)] are applicable with respect to such Acceptance.

Market Activities. The Company will not, directly or indirectly, # take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares or # sell, bid for, or purchase the Placement Shares to be issued and sold pursuant to this Agreement, or pay anyone any compensation for soliciting purchases of the Placement Shares other than Cowen; provided, however, that the Company may bid for and purchase shares of its Common Stock in accordance with Rule 10b-18 under the Exchange Act.