Market Standoff Agreement. Grantee agrees in connection with any registration of the Company’s securities that, upon the request of the Company or the underwriters managing any public offering of the Company’s securities, Grantee shall not sell or otherwise dispose of any Shares without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) after the effective date of such registration requested by such underwriters and subject to all restrictions as the Company or the underwriters may specify. Grantee further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing.

Market Standoff. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, Participant shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other securities) of the Company held by such stockholder (other than those included in the registration) during the period from the filing of a registration statement of the Company filed under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act through the end of the 180-day period following the effective date of the registration statement (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions including, but not limited to, FINRA Rule 2241, if applicable, or any similar or successor provisions or amendments thereto).

(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

Market Stand-off Agreement. The Holder agrees that the Shares shall be subject to the Market Standoff provisions in [Section 1.14] of the Amended and Restated Investors’ Rights Agreement dated ​, as amended on ​ (as such agreement may be amended further from time to time, the “Investors’ Rights Agreement”).

"Market Stand-Off" Agreement. ​ hereby agrees that, during the period of duration specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration (a "Market Stand-Off Agreement"); provided, however, that: # all officers and directors of the Company and all other persons with registration rights (whether or not pursuant to this Note) enter into similar agreements; # the Company obtains from persons who hold one percent (1%) or greater of the Company's outstanding capital stock, a lock-up agreement similar to that set forth in this [Section 4(d)]; and # such market stand-off time period shall not exceed one hundred eighty (180) days for the Company's initial public offering, and ninety (90) days for any subsequent public offerings (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on # the publication or other distribution of research reports and # analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto). ​ agrees to provide to the other underwriters of any public offering such further agreements as such underwriter may reasonably request in connection with this Market Stand-Off Agreement, provided that the terms of such agreements are substantially consistent with the provisions of this [Section 4(c)]. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Common Stock issued or issuable pursuant to the conversion of the shares issued upon conversion of this Note (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

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 Activities. The Company will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Shares or any other reference security, whether to facilitate the sale or resale of the Shares or otherwise, and the Company will comply with all applicable provisions of Regulation M. If the limitations of Rule 102 of Regulation M (“Rule 102”) do not apply with respect to the Shares or any other reference security pursuant to any exception set forth in Section # of Rule 102, then promptly upon notice from the Agent (or, if later, at the time stated in the notice), the Company will, and shall cause each of its affiliates to, comply with Rule 102 as though such exception were not available but the other provisions of Rule 102 (as interpreted by the Commission) did apply.

No Public Market. ​ understands that no public market now exists for the Note, and that ​ has made no assurances that there will ever be a public market for the Note.

Certain Market Activities. Neither the Company, nor any Subsidiary, nor, to the knowledge of the Company, any of their respective directors, officers or controlling persons has taken, directly or indirectly, any action designed, or that has constituted or would cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares.

Principal Market Regulation. Notwithstanding any other provision of this Note, the Company shall not issue any shares of Common Stock upon conversion of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion without breaching the Company’s obligations under the rules or regulations of the Nasdaq Capital Market, except that such limitation shall not apply in the event that the Company: # obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Capital Market for issuances of shares of Common Stock in excess of such amount, or # obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion is reasonably satisfactory to the Holder.