Extract to table

The lock-up restriction is subject to the following customary carve-outs: (a) Transfers to affiliates (including, in the case of natural persons, transfers to family members, trusts, or other estate-planning vehicles), provided that the transferee agrees in writing to be bound by the terms of the lock-up agreement; (b) Transfers for bona fide estate-planning purposes, including transfers to revocable trusts, family limited partnerships, or other estate-planning vehicles, subject to the same transferee agreement requirement; (c) Establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (provided that no sales or other dispositions may be effected under any such plan during the lock-up period); (d) Pledges of shares to a bona fide lender as collateral for a loan or other credit facility, provided that any foreclosure or disposition of pledged shares during the lock-up period shall be subject to the lock-up restrictions; and (e) Transfers pursuant to a tender offer, merger, consolidation, or other similar transaction involving a Change of Control (as defined below) of the Company, provided that the lock-up agreement shall be reinstated and effective upon the completion of such transaction if such transaction does not result in a Change of Control

FINRA must issue its no-objection letter prior to the SEC declaring the registration statement effective