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transfers or distributions pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Restoration Robotics Common Stock involving a change of control of Restoration Robotics (including entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of shares of Restoration Robotics Common Stock (or any security convertible into or exercisable for Restoration Robotics Common Stock), or vote any shares of Restoration Robotics Common Stock in favor of any such transaction or taking any other action in connection with any such transaction), provided that the restrictions set forth in this Lock-Up Agreement shall continue to apply to the Undersigneds Shares should such tender offer, merger, consolidation or other transaction not be completed;
and provided, further, that, with respect to each of (a)(i)(A)-(C), (a)(ii), (a)(iii), (c) and (d) above, no filing by any party (including any donor, donee, transferor, transferee, distributor or distributee, as the case may be) under the Exchange Act (other than (i) a filing at any time on a Form 5 or (ii) a filing under Section 13 of the Exchange Act), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition during the Restricted Period, and provided, further, that with respect to each of (b) and (d) reasonable notice shall be provided to Restoration Robotics prior to any required filing and any required filing under the Exchange Act shall include footnote disclosure explaining that such exercise and sale was to cover the tax withholding of the undersigned or in connection with such individuals termination of service relationship with Restoration Robotics and that the option would otherwise have expired).
Any attempted transfer in violation of this Lock-Up Agreement will be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this Lock-Up Agreement, and will not be recorded on the share register of Restoration Robotics. In furtherance of the foregoing, the undersigned agrees and consents to the entry of stop transfer instructions with Restoration Roboticss duly appointed transfer agent and registrar for the registration or transfer of the securities described herein against the transfer of the Undersigneds Shares, except in compliance with the foregoing restrictions.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
In the event that any holder of Restoration Robotics Common Stock or securities convertible into or exercisable or exchangeable for Restoration Robotics Common Stock (including, without limitation, Restoration Robotics Common Stock to be issued to such holder in connection with the Merger and pursuant to the Equity Commitment Letter) that is subject to a substantially similar letter agreement entered into by such holder, other than Restoration Robotics or the undersigned, is permitted by Restoration Robotics and the Company to sell or otherwise transfer or dispose of shares of Restoration Robotics Common Stock or securities convertible into or exercisable or exchangeable for Restoration Robotics Common Stock (including, without