Lock-Up Agreements
We have agreed, for a period of 60 days after the date of this prospectus supplement, not to (i) offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any securities of the Company that are substantially similar to
the shares of common stock offered hereby, including but not limited to any options or warrants to purchase shares of common stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, 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 agreement that transfers, in whole or in part, any of the economic
consequences of ownership of the common stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, without
the prior written consent of Barclays Capital Inc. and other than: (a) the shares of common stock to be sold hereunder, (b) a registration statement on Form S-8 relating to equity awards issued or
issuable pursuant to existing employee benefit plans; (c) the exercise, settlement or vesting of any warrant, right, option, restricted stock unit or other equity award, or issuances of shares of common stock pursuant to the conversion or
exchange of convertible or exchangeable securities or the exercise of warrants, options, restricted stock unit or other equity award, in each case outstanding on the date hereof; (d) grants of stock options or other awards pursuant to the terms
of a plan or arrangement in effect on the date hereof; (e) any shares of common stock issued pursuant to existing defined-contribution savings plans under Section 401(k) of the Internal Revenue Code (including any shares issued as Company matching
contributions); and (f) issuances of common stock in an aggregate amount not to exceed 10% of our outstanding capital stock immediately following the completion of this offering in connection with acquisitions of business, assets or
technologies or in connection with strategic partnerships, license arrangements or collaborations; provided that each recipient of securities issued pursuant to this clause (f) shall enter into a lock-up
agreement. In addition, we are permitted to keep in effect the ATM Agreement, provided that no sales of common stock under the ATM Agreement are made during the lock-up period.
Our executive officers and directors have agreed, for a period of 60 days after the date of this prospectus supplement, subject to the limited
exceptions described below, not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of our common stock, or any options or warrants to purchase any shares of common stock, or any
securities convertible into, exchangeable for or that represent the right to receive shares of our common stock (such options, warrants or other securities, collectively, derivative instruments), including without limitation any such
shares of common stock or derivative instruments now owned or hereafter acquired by the lock-up party, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any
short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be
expected to lead to or result in a sale, loan, pledge or other disposition (whether by the lock-up party or someone other than the lock-up party), or transfer of any of
the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of common stock or derivative instruments, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by
delivery of common stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a transfer) or (iii) otherwise publicly announce any intention to engage in
or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above.
Notwithstanding the foregoing, our executive officers and directors may transfer their shares of common stock (a) to immediate family or to any
trust for the direct or indirect benefit of immediate family, (b) as a bona fide gift or gifts, (c) by will or under the laws of descent, (d) to affiliates (within the meaning set forth in Rule 405 as promulgated by the SEC under the
Securities Act), limited partners, general partners, limited liability company members or stockholders of the lock-up party to the extent that the lock-up party is a
partnership, limited liability company or corporation, (e) in connection with a sale of any of the lock-up partys shares of common stock acquired in open market transactions after the date of this
prospectus
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