Commission a registration statement under the Act relating to, any of our securities that are substantially similar to shares of our common stock, including but not limited to any options or
warrants to purchase shares of our common stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, shares of common stock or any such substantially similar securities, or publicly disclose the
intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any shares of common stock or any such
other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities
LLC, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC for a period of 60 days after the date of this prospectus, other than the shares of our common stock to be sold in this offering.
The restrictions on our actions, as described above, do not apply to certain transactions, including (i) the issuance of shares in this offering; (ii) the
issuance of common stock, options to acquire common stock or other equity awards pursuant to our equity incentive plans and employee stock purchase plan and such other plans and arrangements as are in existence on the date of this prospectus;
(iii) the issuance of common stock pursuant to the valid exercises, vesting or settlements of options, other equity awards, warrants or rights outstanding on the date of this prospectus; and (iv) the issuance of up to 5% of the outstanding
shares of our common stock or securities convertible into or exercisable or exchangeable for shares of our common stock pursuant to a strategic partnership, joint venture, merger, collaboration, lending or other contractual arrangement, or in
connection with the acquisition or license by us of any business, products or technologies, provided that such recipients enter into a lock-up agreement with the underwriters.
Our directors and executive officers (such persons, the lock-up parties) have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each lock-up party, with limited exceptions, for a period of 60 days
after the date of this prospectus (such period, the restricted period), may not (and may not cause any of their direct or indirect affiliates to), without the prior written consent of J.P. Morgan Securities LLC, Goldman Sachs &
Co. LLC and Morgan Stanley & Co. LLC, (1) offer, sell, assign, transfer, lend, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of our common stock or any securities
convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such lock-up parties
in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant (collectively with the common stock, the lock-up securities)),
(2) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part the economic risk of ownership of the lock-up securities, or (3) engage in any short selling of our
common stock or securities convertible into or exercisable or exchangeable for our common stock.
The restrictions described in the immediately preceding paragraph
and contained in the lock-up agreements between the underwriters and the lock-up parties do not apply, subject in certain cases to various conditions, to certain
transactions, including (a) transfers of lock-up securities: (i) as bona fide gifts to any immediate family member of the lock-up party or to a charity or
educational institution, (ii) by will or intestacy, (iii) to any trust for the direct or indirect benefit of the lock-up party or any immediate family member, (iv) if a lock-up party ceases to be a director or officer of the Company required to file a report under Section 16(a) of the Exchange Act reporting such transfer, or (v) to us in connection with the vesting,
settlement or exercise of restricted stock units, options, warrants or other rights to purchase shares of our common stock (including net or cashless exercise), including for the payment of exercise price and tax and
remittance payments; (b) exercise of the options granted pursuant to plans described in this prospectus, provided that any lock-up securities received upon such exercise would be subject to restrictions
similar to those in the immediately preceding paragraph; (c) the establishment by lock-up parties of trading plans under Rule 10b5-1 under the Exchange Act,
provided that such plan does not provide for the transfer of lock-up securities during the restricted period and that no
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