indirectly, 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 Securities and Exchange Commission 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 hedging, swap or other agreement or transaction that
transfers, in whole or in part, any of the economic consequences of ownership of the lock-up securities, whether any such transaction described in clause (1) or (2) above is to be settled
by delivery of lock-up securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of
any lock-up securities (other than, in the case of certain lock-up parties and subject to certain conditions, an underwritten sale in connection with an early
release from the restrictions of any lock-up agreement or a demand for the filing of a “shelf” registration statement that does not require such filing to be made during the Restricted Period), or
(4) publicly disclose the intention to do any of the foregoing. Such persons or entities have further acknowledged that these undertakings preclude them from engaging in, or directing any affiliate to engage in any hedging or other transactions
or arrangements (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)
designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (by any person or entity, whether or not a signatory to such agreement) of any economic consequences of ownership, in whole or in
part, directly or indirectly, of any lock-up securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of lock-up securities, in cash or otherwise.
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 or dispositions of lock-up securities: (i) as bona fide gifts, or for bona fide estate planning purposes, or to a charitable organization or
educational institution in a transfer not involving a disposition for value, (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) to a partnership, limited liability company or other entity of which the lock-up party and its immediate family members are the legal and beneficial owner of all of
the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv), (vi) in the case of a corporation,
partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of
the lock-up party, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control or management with
the lock-up party or affiliates of the lock-up party or (B) as part of a distribution, transfer or disposition to members, limited partners,
general partners, stockholders or other equityholders of the lock-up party or to the estate of any such members, limited partners, general partners, stockholders or equityholders, (vii) by
operation of law, (viii) to us from an employee upon death, disability or termination of employment of such employee, (ix) as part of a sale of the lock-up securities acquired from the
underwriters in this offering or from us in a registered direct offering, in the case of certain lock-up parties, or in open market transactions after the closing date for this offering, or the date
of this prospectus supplement, in the case of certain lock-up parties, (x) to us in connection with the vesting, settlement or exercise of RSUs, 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, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction approved
by our board of directors and made to all shareholders involving a change in control, provided that if such transaction is not completed, all such lock-up securities would remain subject to the
provisions of the lock-up agreement, (xii) pursuant to any contractual arrangement in effect at the time of execution of the lock-up agreements
and described in this
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