Terms and Conditions of Stock Option Exercise
(1) Additional Documents and Agreements. Purchaser agrees (a) to provide such additional documents as the Company may require pursuant to the terms of the 2016 Equity Incentive Plan (the Plan), (b) to provide for the payment to the Company (in the manner designated by the Company) of the Companys withholding obligation, if any, relating to the exercise of this option, and (c) if this exercise relates to an incentive stock option, to notify the Company in writing within fifteen (15) days after the date of any disposition of any of the Shares issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such Shares are issued upon exercise of this option.
(2) Lock-Up. Purchaser agrees that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, Purchaser will not sell, dispose of, 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 with respect to any shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as the underwriters or the Company shall request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation) (the Lock-Up Period). Purchaser further agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.
(3) Transfer Restrictions. Purchaser acknowledges and agrees that the Shares are subject to the restrictions on transfer and right of first refusal set forth in Section 7 and Section 8 of Article VI of the Companys Amended and Restated Bylaws attached hereto as Attachment 1, as may be amended and/or restated from time to time.
(4) Inspection Rights Waiver. Purchaser hereby acknowledges and agrees that it has been advised and fully understands that a stockholder of a Delaware corporation has certain rights under Section 220 (Section 220) of the Delaware General Corporation Law, as amended from time to time, and is entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Companys stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 (any and all such rights, the Inspection Rights). Purchaser hereby unconditionally, irrevocably, and forever waives its Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise (including, without limitation, by, through or from another stockholder of the Company), and Purchaser further covenants and agrees not to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any demand, claim, action, cause of action, or other proceeding in the pursuit or exercise of Inspection Rights.