Common use of Agreement Not to Offer or Sell Additional Shares Clause in Contracts

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 45th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Underwriter (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more a registration statements statement on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities securities issued or issuable pursuant to any stock option, stock bonus, bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, shares of Common Stock; provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities shares of Common Stock during the Lock-Up up Period, and the establishment of such plan does not require or otherwise result in any public filings filing or other public announcement of such plan during such Lock-Up up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Locklock-Up Agreement up agreement between such stockholder and the Underwriters Underwriter in connection with the offering of the Offered ADSs. For purposes Shares, (E) issue shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the foregoingsecurities, “Related Securities” shall mean any options or warrants business, property or other rights assets of another person or business entity or pursuant to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Sharesemployee benefit plan assumed by the Company in connection with any such acquisition, or (F) issue shares of Common Stock, of restricted stock awards or of options to acquire purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other securities or rights ultimately exchangeable or exercisable forstrategic transactions; provided that, or convertible intoin the case of immediately preceding clauses (E) and (F), ADSs or Ordinary Shares.the aggregate number

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 60th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays Xxxxxxxxx LLC, (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; or (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.purchase

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following after the date of the Prospectus hereof (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (each as defined belowin Exhibit A), including pursuant to the Sales Agreement dated July 6, 2021, with Evercore Group L.L.C., as sales agent; (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsSecurities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue ADSsShares, Ordinary restricted stock units for Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of optionsoptions or settlement of restricted stock units, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares (to the extent such holders are the Company’s officers and directors) or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period (subject to such exceptions as may be agreed to by the Representatives in the applicable Lock-up Agreement) without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies Xxxxxxxxx LLC and Barclays Leerink Partners LLC (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, including the exchange of shares contemplated by the Corporate Reorganization; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.Ordinary

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of Jefferies and Barclays WSI (which consent may be withheld in their at the sole discretiondiscretion of WSI), directly or indirectly: (i) , sell, offer offer, contract or grant any option to sell, contract to sell or lend any ADSspledge, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, transfer or establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any ADSs, Ordinary Shares or Related Securities; transfer (v) or enter into any swaptransaction that is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSsof, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of of, any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Common Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Common Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Common Shares, other than (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Shares upon the conversion of OP Units outstanding on the date hereof of which the Underwriters have been advised in writing, (c) grants of restricted Common Shares or restricted common share units pursuant to acquire other the Company’s 2008 Long-Term Equity Incentive Ownership Plan, provided that such securities will not vest or rights ultimately exchangeable or exercisable forbecome exercisable, as applicable, during the 180-day restricted period without the Representatives’ prior written consent, or convertible into(d) any post-effective amendment to a registration statement on Form S-8 effective on the date hereof; provided, ADSs however, that prior to the issuance of any of the Company’s securities of pursuant to clause (c) during the restricted period, the recipient of such securities shall sign and deliver a lock-up agreement as described in Section 5(h) below. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or Ordinary Sharesmaterial news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(h) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies Xxxxxxxxx, Xxxxxx Xxxxxxx and Barclays BofA Securities, Inc. (“BofA”) (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or publicly file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares) (and, for the avoidance of doubt, a confidential submission of such registration statement with the Commission or FINRA shall not constitute a public filing during the Lock-up Period); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSs, Ordinary any Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares of the Company issued upon the exercise of optionsoptions or any equity awards, pursuant to any stock optionin each case, stock bonus or other stock plan or arrangement described granted under Company Stock Plans that are disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements a Registration Statement on Form S-8 with respect relating to any ADSsa Company Stock Plan, Ordinary Shares inducement award or Related Securities issued or issuable pursuant to any employee stock option, stock bonus, or other stock purchase plan or arrangement described that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; Prospectus or any assumed employee benefit plan contemplated by clause (E), (D) issue ADSsShares issued upon the exercise, Ordinary Shares conversion or Related Securities in connection with the acquisition or license by exchange of securities of the Company outstanding as of the securitiesdate of this Agreement and disclosed in the Registration Statement, businessthe Time of Sale Prospectus or the Prospectus and (E) issue up to an aggregate amount not to exceed 5.0% of the total number of Shares outstanding immediately following the issuance of the Offered Shares, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed issued by the Company in connection with any such acquisitionmergers, acquisitions or commercial or strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses); (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceedthat, in the aggregatecase of clauses (B) through (D), 5the Company shall cause each recipient that is a member of the Company’s board of directors, executive officer of the Company or a beneficial holder of 10.0% of the total outstanding share fully diluted capital stock of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the execute a Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act up Agreement for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period; provided further that, in the case of clause (E), the Company shall cause each recipient to execute a lockup agreement for the Restricted Period pursuant to in the terms form of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSsExhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays Cowen (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.outstanding on the date hereof

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such (C) issue and sale of, and/or file registration statements and/or effect transactions related to offer and resale of, any ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable to be issued pursuant to any stock optionthe definitive subscription agreements (including the warrants thereof) the Company entered into in September 2020, stock bonus, or other stock plan or arrangement as described under the section titled “Description of Share Capital” in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (D) issue ADSs, file registration statements related to the resale of the ADSs or Ordinary Shares or Related Securities by certain third parties pursuant to the call options substantially in the form of Exhibit 4 to Form Schedule 13D filed on September 14, 2020 by Xxxxxxxxx Capital Advisors, Ltd. relating to the Company; (E) file registration statements in connection with the acquisition resale of, any ADSs or license Ordinary Shares by the Company directors and executive officers of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSsprivate placements, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that if the aggregate number offering amount is less than US$30,000,000 combined for all such private placements; and (F) make an announcement of an initial public offering of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% on a recognized exchange outside of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSsUnited States. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays Xxxxxxxxx LLC (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSsShares, Ordinary Shares options or options other rights to receive or purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) issue Shares pursuant to the exercise of options outstanding on the date hereof, (D) file one or more a registration statements statement on Form S-8 with respect to any ADSs, Ordinary register Shares or Related Securities issued or issuable pursuant to any the terms of a stock option, stock bonus, bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; Prospectus and (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliancealliances, commercial, consulting, commercial or other collaborative transactiontransaction or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to this clause (D) and (E) shall not exceed, in the aggregate, 5exceed 7.5% of the total outstanding share capital of the Company immediately following the issuance of the Offered Shares; and provided further, further that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant thereof provide to clauses (D) or (E) during the Representative a signed Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSsAgreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”)Prospectus, the Company will not, without the prior written consent of Jefferies Xxxxxxx Sachs & Co. LLC and Barclays SVB Leerink LLC (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares ); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSsshares of Common Stock, Ordinary Shares or options to purchase ADSs shares of Common Stock or Ordinary Sharesrestricted stock units, or issue ADSs or Ordinary Shares shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or pursuant to the grant of an inducement grant award, but only if as permitted by Nasdaq Stock Market Rule 5635, provided that any executive officers (as defined in Section 16 of the holders of such ADSs Exchange Act) or Ordinary Shares or options agree in writing with the Underwriters not directors who are recipients thereof provide to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Xxxxxxx Xxxxx & Co. LLC and SVB Leerink LLC a signed Lock-up Period without Agreement in the prior written consent form of Jefferies and Barclays (which consent may be withheld in their sole discretion); Exhibit A hereto, (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable issue shares of Common Stock pursuant to any stock optionthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, stock bonusin each case outstanding on the date hereof, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities shares of Common Stock in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, businessbusinesses, property, technology property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSsprovided, Ordinary Shares or Related Securitieshowever, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, that in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number case of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D), (x) and (E) such shares of Common Stock shall not exceed, in the aggregate, 5aggregate exceed 10% of the total Company’s outstanding share capital shares of common stock on a fully diluted basis after giving effect to the sale of the Company immediately following the issuance of the Shares; Offered Shares contemplated by this Agreement, and provided further, that (y) the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant thereof provide to clauses (D) or (E) during the Xxxxxxx Sachs & Co. LLC and SVB Leerink LLC a signed Lock-Up Period shall enter into an agreement substantially up Agreement in the form attached hereto as of Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSshereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares shares of Common Stock or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Sharesshares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Sharesshares of Common Stock.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, recapitalization or share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.the

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of optionsoptions or warrants, pursuant to any stock option, warrants, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided the recipients thereof provide to the Representatives a signed Lock-Up Agreement substantially in the form of Exhibit A hereto, (C) file a registration statement on Form S-8 with respect to any securities issued or issuable pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.the

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays CF&CO (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than a Form S-8 and as contemplated by this Agreement with respect to the Offered ADSsSecurities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to and awards under any stock option, stock bonus or other stock equity incentive plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described Prospectus in the Registration Statement, the Time ordinary course of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 60th day following the date of the Prospectus (such periodProspectus, as extended as described below, being referred to herein as the “Lock-up Period”), neither the Company will notnor the Operating Partnership will, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , issue, sell, offer offer, contract or grant any option to sell, contract to sell or lend any ADSspledge, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, transfer or establish or increase any an open “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any a “call equivalent position” (as defined in within the meaning of Rule 16a-1(b) 16a-1 under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any ADSs, Ordinary Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSsof, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of, any shares of any ADSsCommon Stock or Common Units, Ordinary Shares options or Related Securities (other than as contemplated by this Agreement with respect warrants to acquire shares of the Offered ADSs); (viii) effect a reverse stock splitCommon Stock or Common Units or securities exchangeable or exercisable for or convertible into shares of Common Stock or Common Units, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the an intention to do any of the foregoingforegoing (other than the issuance and sale of the Shares to the Underwriters and the issuance of Common Units to the Company in return for the Company’s contribution to the Operating Partnership of the net proceeds received from the Underwriters for the sale of the Shares as contemplated by this Agreement); provided, however, that the Company may (A) effect the transactions contemplated hereby; (Ba) issue ADSs, Ordinary Shares shares of its Common Stock or options to purchase ADSs or Ordinary Sharesits Common Stock, or issue ADSs or Ordinary Shares Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and (b) issue Common Stock upon the Prospectusredemption of Common Units pursuant to the Partnership Agreement, but only if in each case without the holders prior written consent of the Representatives; provided, further, that the Operating Partnership may issue Common Units in connection with an acquisition of real property so long as (A) the Common Units are issued directly to the entity or the securityholders or other equity owners of the applicable entity from which such real property is acquired, and (B) the recipients of such ADSs or Ordinary Shares or options Common Units agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any shares of Common Stock issuable upon redemption of such ADSs or Ordinary Shares or options Common Units during such Lockthe 60-up Period day restricted period without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their at the sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company discretion of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary SharesRepresentatives).

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSsShares, Ordinary Shares options or options Restricted Stock Units (“RSUs”) to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if provided that the holders recipients thereof provide to the Representatives a signed Lock Up Agreement in the form of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sellExhibit C hereto, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) issue Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, provided that the recipients thereof provide to the Representatives a signed Lock Up Agreement in the form of Exhibit C hereto, (D) file one or more a registration statements statement on Form S-8 with respect to any ADSs, Ordinary register Shares or Related Securities issued or issuable pursuant to any the terms of a stock option, stock bonus, bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; Prospectus and (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement up to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital shares of common stock of the Company immediately following the issuance completion of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSsShares, as consideration or partial consideration for acquisitions of businesses, in connection with the formation of joint ventures or to a lessor, provided that the recipients thereof provide to the Representatives a signed Lock Up Agreement in the form of Exhibit C hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the U.S. Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b16a‑1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSs, ADSs or Ordinary Shares or grant free shares, options or warrants (including founders’ share warrants (bons de souscription de parts de créateur d’entreprise, or BSPCE), share warrants (bons de souscription d’actions, or BSA) and stock options (options de souscription d’actions) to purchase ADSs or Ordinary Shares, or issue procure the issuance of ADSs or Ordinary Shares upon exercise of options or warrants (including BSPCE, BSA and stock options)), pursuant to any employee or non-employee director or management benefit, stock option, warrant plan, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus, but only if provided that the holders recipients thereof (other than recipients who acquire Ordinary Shares solely upon the exercise, during the Lock-up Period, of such BSPCE, BSA, stock-options or free shares outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus) provide to the Representatives, on behalf of the Underwriters, a signed agreement substantially in the same form as the Lock-Up Agreement on Exhibit E hereto), (C) file a registration statement on Form S-8 to register ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any the terms of a stock option, stock bonus, bonus or other similar stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus; and (D) issue ADSs, ADSs or Ordinary Shares or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, business, property, technology property or other assets of another person or business entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition; (E) issue ADSsprovided, Ordinary Shares or Related Securitieshowever, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, that in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number case of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D), (x) and (E) such ADSs or Ordinary Shares shall not exceed, in the aggregate, aggregate exceed 5% of the total Company’s outstanding share capital of the Company immediately following the issuance consummation of the Shares; offering of the Offered Securities contemplated by this Agreement and provided further, that (y) the recipients thereof provide to Jefferies, on behalf of any such ADSsthe Underwriters, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an a signed agreement substantially in the same form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shareson Exhibit E hereto.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (iindirectly:(i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays the Representative (which consent may be withheld in their its sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) issue Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file one or more a registration statements statement on Form S-8 with respect to any ADSs, Ordinary register Shares or Related Securities issued or issuable pursuant to any the terms of a stock option, stock bonus, bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (DE) issue ADSs, Ordinary Shares or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businessbusinesses, property, technology property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (E) issue ADSs), Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the sum of the aggregate number of ADSs, Ordinary Shares or Related Securities that shares of common stock of the Company may issue or agree to issue pursuant to clause (D) and (E) so issued shall not exceed, in the aggregate, exceed 5% of the total Shares outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and , (F) assist any stockholder of issue and sale Shares pursuant to that certain At Market Issuance Sales Agreement, dated November 3, 2014, by and between the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSsand MLV & Co. LLC, Ordinary (G) issue Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering proposed acquisition of Virttu Biologics Limited as contemplated by that certain binding term sheet, dated November 15, 2016, by and among Sorrento Therapeutics, Inc., TNK Therapeutics, Inc. and Virttu Biologics Limited, (H) issue Shares in connection with the proposed acquisition of Semnur Pharmaceuticals, Inc. as contemplated by that certain binding term sheet, dated August 15, 2016, by and among Sorrento Therapeutics, Inc., Scintilla Pharmaceuticals, Inc. and Semnur Pharmaceuticals, Inc., (I) issue Shares upon the achievement of certain milestones pursuant to that certain Stock Purchase Agreement, dated November 8, 2016, by and among Sorrento Therapeutics, Inc., Scilex Pharmaceuticals Inc., the stockholders of Scilex Pharmaceuticals Inc. party thereto and SPI Shareholders Representative, LLC, as representative of the Offered ADSsstockholders of Scilex Pharmaceuticals Inc. party thereto, and (J) issue Shares pursuant to that certain Stock Purchase Agreement, dated as of August 7, 2015, by and among TNK Therapeutics, Inc., BDL Products, Inc., the stockholders of BDL Products, Inc., Xxxxxxx Xxxxxxxx, M.D., Ph.D. as the Stockholders’ Representative and Sorrento Therapeutics, Inc., as amended. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs Shares. Nothing in this Section 3(p) shall prevent the Company from filing any registration statements on Form S-8, including any related reoffer prospectus in accordance with Forms S-8 and S-3, or Ordinary SharesS-4 relating to the issuance of securities pursuant to clauses (A), (B), (C), (D), (E), (F), (G), (H), (I) or (J) set forth in this Section 3(p).

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act) of with respect to any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than (a) as contemplated by this Agreement with respect to the Offered ADSsShares or (b) pursuant to a registration statement on Form S-8 for employee benefit plans); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (Ai) effect the transactions contemplated hereby; sell Shares hereunder, (Bii) issue ADSs, Ordinary Shares (including restricted stock or restricted stock units) or options to purchase ADSs or Ordinary Shares, or (iii) issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus options or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonuswarrants, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (Div) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company an aggregate amount of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, more than 5% of the total Shares outstanding share capital of at the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.First Closing

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 180th day following the date of the U.S. Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the U.S. Representatives (which consent may be withheld in their sole discretionat the discretion of the U.S. Representatives), directly or indirectly: , (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short salesell, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSsotherwise sell, Ordinary Shares or Related Securities; (iii) pledgedispose of, hypothecate loan, pledge or grant any security interest in rights with respect to any ADSs, Ordinary Shares or Related Securities; any options or warrants to purchase any Shares, or any securities convertible into or exchangeable for Shares, or (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (vii) enter into any swap, hedge swap or similar other arrangement that transfers all or agreement that transfers, in whole or in part, a portion of the economic risk of consequences associated with the ownership of any ADSs, Ordinary Shares or Related Securities, (regardless of whether any such transaction is of these transactions are to be settled in by the delivery of Shares or such other securities, in cash or otherwise; ), or (viiii) publicly announce an intention to do any of the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit foregoing or file any registration statement under the Securities Act in with respect of any ADSs, Ordinary Shares or Related Securities to the foregoing (other than as contemplated by this Agreement with respect to the U.S. Syndicate Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary its Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the U.S. Prospectus, but only if the holders of such ADSs Shares, options, or Ordinary Shares or options issued upon exercise of such options, agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays the U.S. Representatives (which consent may be withheld in their sole discretionat the discretion of the U.S. Representatives); . In the event that either (C1) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in during the Registration Statementlast 17 days of the Lock-up Period, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares Company releases earnings results or Related Securities in connection with the acquisition material news or license by a material event relating to the Company occurs or (2) prior to the expiration of the securitiesLock-up Period, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities announces that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in will release earnings results during the aggregate, 5% 16-day period beginning on the last day of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up up Period, and then in either case the establishment expiration of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to will be extended until the terms expiration of the Lock18-Up Agreement between such stockholder and day period beginning on the Underwriters in connection with the offering date of the Offered ADSs. For purposes release of earnings results or the material news or the occurrence of the foregoingmaterial event, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Sharesas applicable, or to acquire other securities or rights ultimately exchangeable or exercisable forunless the U.S. Representatives waive, or convertible intoin writing, ADSs or Ordinary Sharessuch an extension.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies Jxxxxxxxx, Xxxxxx Xxxxxxx, Txxxxx and Barclays Wxxxxxx Xxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) confidentially submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs, Ordinary Shares or Related Securities); (viii) effect a reverse stock share split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or ADSs, Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies Jxxxxxxxx, Xxxxxx Xxxxxxx, Truist and Barclays Wxxxxxx Xxxxx (which consent may be withheld in their sole discretion); (C) issue ADSs or Ordinary Shares pursuant to the exercise or settlement of Related Securities, or upon the conversion of convertible securities outstanding on the date hereof that are described in the Registration Statement, Time of Sale Prospectus and the Prospectus; (D) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and or the Prospectus; (DE) file a registration statement on Form F-6 to register ADSs; (F) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company Agreement and Plan of Merger with QSAM Biosciences, Inc., Agreement and Plan of Mergers with IsoTherapeutics Group LLC, Share Purchase Agreement with ARTMS Inc. and Share Sale Agreement with Lightpoint Medical Ltd, as are described in connection with any such acquisition; the Registration Statement, the Time of Sale Prospectus and the Prospectus, (EG) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliancealliances, commercial, consulting, lending or other collaborative or strategic transaction, provided or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided, however, that in the case of this clause (G), (x) the aggregate number of ADSs, Ordinary Shares or Related Securities (on an as-converted or as-exercised basis, as the case may be) that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, exceed 5% of the total outstanding share capital number of Ordinary Shares of the Company immediately following the issuance completion of the Shares; transactions contemplated by this Agreement and provided further, that (y) each recipient thereof provides to the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Representatives a signed Lock-Up Period shall enter into an agreement up Agreement substantially in the form attached hereto as of Exhibit A on or prior to such issuancehereto; and (FH) assist any stockholder of the Company in facilitate the establishment of a trading plan by such stockholder on behalf of a shareholder of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, ADSs or Ordinary Shares or Related SecuritiesShares, provided that such plan does not provide for the transfer of ADSs, shares of ADSs or Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder shareholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock optionoption plan, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or Ordinary Sharesdiscloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld in its sole discretion). The Company will provide the Representative with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary receive Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.phantom equity settleable into Shares or

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more except for registration statements on Form S-8 with respect to any ADSs, Ordinary and all Shares or Related Securities to be issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, compensation plans described in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the SharesProspectus); and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (Eviii) during publicly announce the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior intention to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.do

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th day following the date of this Agreement (as the Prospectus (such period, as same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays (which consent may be withheld in their at the sole discretiondiscretion of Jefferies), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any ADSspledge, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any ADSsor transfer, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSsof, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act Act, except for a registration statement on Form S-8 relating to the Company’s existing employee benefit plans, in respect of of, any ADSsShares, Ordinary options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered ADSs); (viiiShares) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; providedother than (i) the issuance of restricted Common Stock, howeverrestricted stock units or options to acquire Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Applicable Prospectus, (ii) issuances of Common Stock upon the exercise or settlement of options or restricted stock units or warrants disclosed as outstanding in any Applicable Prospectus; or (iii) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction, if any, that satisfies all of the Company may requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. Notwithstanding the foregoing, if (A) effect during the transactions contemplated hereby; last 17 days of the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (B) issue ADSs, Ordinary Shares or options prior to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise the expiration of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration StatementPeriod, the Time Company announces that it will release earnings results during the 16-day period beginning on the last day of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up up Period, and the establishment of such plan does not require or otherwise result then in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during each case the Lock-up Period pursuant will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies waives, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies), except that such extension will not apply if, (i) within three business days prior to the terms 15th calendar day before the last day of the Lock-Up Agreement between such stockholder up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA Conduct Rule 2711(f)(4), and (iii) the provisions of FINRA Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters in connection with during the offering 15 days before or after the last day of the Offered ADSsLock-up Period (before giving effect to such extension). For purposes The Company will provide the Underwriters with prior notice of any such announcement that gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary SharesLock-up Period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays Cantor (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, sale or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSsShares upon exercise of outstanding warrants described in the Registration Statement, Ordinary the Time of Sale Prospectus and the Prospectus, (C) (x) issue Shares or options to purchase ADSs Shares pursuant to any stock option, stock bonus or Ordinary Sharesother stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (y) issue ADSs or Ordinary Shares upon exercise of optionsoptions outstanding as of the date hereof, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but but, in the case of clause (x) only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.the

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays (which consent may be withheld in their its sole discretion), directly or indirectly: (iindirectly:(i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares, Preferred Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares, Preferred Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares, Preferred Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares, Preferred Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares, Preferred Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares, Preferred Shares or Related SecuritiesSecurities (other than those being sold pursuant hereto); (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares, Preferred Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsSecurities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, or warrants, pursuant to any stock option, warrants, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided the recipients thereof provide to Jefferies a signed Lock-Up Agreement substantially in the form of Exhibit C hereto, (C) issue Ordinary Shares upon conversion of any Preferred Shares outstanding on the date hereof or issued in connection with the terms of this Agreement, (D) consummate the previously announced exchange of approximately $96.2 million in aggregate principal amount of the Company’s 4.50% Exchangeable Senior Notes due October 2, 2023 for approximately $106.3 million in aggregate principal amount of the Company 6.00% Exchangeable Senior Notes due April 1, 2027, (E) issue ADSs and Ordinary Shares upon exchange of the Company’s 4.50% Exchangeable Senior Notes and 6.00% Exchangeable Senior Notes due April 1, 2027, (F) sales made pursuant to that certain Open Market Sale AgreementSM, dated as of February 4, 2020, by and between the Company and Jefferies, (G) file a registration statement on Form S-8 with respect to any securities issued or issuable, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if (H) assist any shareholder of the holders Company in the establishment of a trading plan by such shareholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or Ordinary Shares; provided (x) that such plan does not provide for the transfer of ADSs or Ordinary Shares or options agree in writing with during the Underwriters Lock-up Period, (y) the establishment of such plan does not to sell, offer, dispose of require or otherwise transfer result in any public filing or other public announcement of such ADSs or Ordinary Shares or options plan during such Lock-up Period without and (z) such plan is otherwise permitted to be implemented during the prior written consent Lock-up Period pursuant to the terms of Jefferies the lock-up agreement between such shareholder and Barclays the Underwriters in connection with the offering of the Offered Securities, (which consent may be withheld in their sole discretion); (CI) file one issue ADSs or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; acquisition or (E) J issue ADSsADSs or Ordinary Shares, Ordinary Shares or Related Securitieswarrants, or enter into an agreement restricted stock awards or of options to issue ADSspurchase ADSs or Ordinary Shares, Ordinary Shares or Related Securitiesin each case, in connection with any mergerjoint ventures, joint venturecommercial relationships, strategic alliance, commercial, consulting, lending relationships or other collaborative transactionstrategic transactions; provided that, provided that in the case of immediately preceding clauses (I) and (J), (x) the aggregate number of restricted stock awards and ADSs or Ordinary Shares issued in connection with, or issuable pursuant to the exercise of any options or warrants issued in connection with, all such acquisitions and other transactions does not exceed 5% of the aggregate number of Ordinary Shares outstanding immediately following the offering of the Offered Securities pursuant to this Agreement and (y) the recipients of the ADSs, . Ordinary Shares or Related Securities that the Company may issue or agree provide to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of Jefferies a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the signed Lock-Up Agreement between such stockholder and in the Underwriters in connection with the offering of the Offered ADSsform set forth as Exhibit C hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs ADSs, Preferred Shares or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs ADSs, Preferred Shares or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays Xxxxx Xxxxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related SecuritiesSecurities (other than those being sold pursuant hereto); (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than (A) as contemplated by this Agreement with respect to the Offered ADSs, (B) any registration statement that (1) the Company is required to or has agreed to file pursuant to that certain Securities Purchase Agreement, dated as of February 24, 2021, by and among the Company and the purchasers who are signatories thereto and (2) the Company may be required to file in order to continue to offer, issue and sell ADSs or Ordinary Shares pursuant to that certain Open Market Sale AgreementSM, dated October 9, 2020, by and between the Company and Xxxxxxxxx LLC (the “Sale Agreement”) and (C) any registration statement on Form S-8 to register Ordinary Shares and ADSs issuable pursuant to the terms of stock option, stock bonus or other stock plan or inducement arrangement); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue repurchase ADSs, Ordinary Shares or Related Securities pursuant to an agreement to repurchase such ADSs, Ordinary Shares or Related Securities outstanding on the date of this Agreement; (C) issue ADSs or Ordinary Shares, options to purchase ADSs or Ordinary SharesShares or restricted stock units, or issue ADSs or Ordinary Shares upon exercise of options, warrants or settlement of restricted stock units, pursuant to any stock option, warrant, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if provided that any directors or officers who are recipients thereof have provided the holders a signed Lock-Up Agreement in the form attached as Exhibit A hereto; (D) issue Ordinary Shares pursuant to the conversion or exchange of such convertible or exchangeable securities or exercise of warrants outstanding on the date of this Agreement; (E) keep in effect the Sale Agreement, and on or after the two weeks from the last Closing Date under this Agreement, offer, issue and sell ADSs or Ordinary Shares pursuant thereto; (F) assist any shareholder of the Company in the establishment of a trading plan by such shareholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or options agree in writing with Ordinary Shares; provided (x) that such plan does not provide for the Underwriters not to sell, offer, dispose transfer of or otherwise transfer any such ADSs or Ordinary Shares during the Lock-up Period, (y) the establishment of such plan does not require or options otherwise result in any public filing or other public announcement of such plan during such Lock-up Period without and (z) such plan is otherwise permitted to be implemented during the prior written consent Lock-up Period pursuant to the terms of Jefferies the lock-up agreement between such shareholder and Barclays (which consent may be withheld the Underwriters in their sole discretion)connection with the offering of the Offered ADSs; (CG) file one issue ADSs or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (EH) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securitiesin each case, in connection with any mergerjoint ventures, joint venturecommercial relationships, strategic alliance, commercial, consulting, lending relationships or other collaborative transactionstrategic transactions; provided that, provided that in the case of immediately preceding clauses (G) and (H), (x) the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue issued in connection with, or agree to issue issuable pursuant to clause (D) the exercise of any options or warrants issued in connection with, all such acquisitions and (E) shall other transactions does not exceed, in the aggregate, exceed 5% of the total aggregate number of Ordinary Shares outstanding share capital of the Company immediately following the issuance offering of the Shares; Offered ADSs pursuant to this Agreement and provided further, that (y) the recipients of any such ADSs, Ordinary Shares or and Related Securities issued pursuant provide to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; Jefferies and (F) assist any stockholder of the Company in the establishment of Xxxxx Xxxxxxx a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the signed Lock-Up Agreement between such stockholder and in the Underwriters in connection with the offering of the Offered ADSsform set forth as Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on Such Selling Stockholder will not (and including the date hereof and continuing through and including the 90th day following the date will cause any spouse or immediate family member of the Prospectus (spouse or such period, as extended as described below, being referred to herein as the “Lock-up Period”Selling Stockholder living in such Selling Stockholder’s household not to), the Company will not, without the prior written consent of Jefferies and Barclays BAS (which consent may be withheld in their its sole discretion), directly or indirectly: (i) , sell, offer to selloffer, contract or grant any option to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect including without limitation any short sale), or pledge, transfer, establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any ADSs, Ordinary Shares 2 Insert office and name of appropriate Corporate Finance professional. or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), including the filing (or agreement that transfers, participation in whole or in part, the economic risk filing) of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any a registration statement under with the Securities Act Commission in respect of, any shares of any ADSsCommon Stock, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs shares of Common Stock, or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs shares of Common Stock currently or Ordinary Shareshereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by such Selling Stockholder (or such spouse or family member), or publicly announce an intention to acquire do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 180 days after the date of the Prospectus (the “Lock-Up Period”). In addition, such Selling Stockholder agrees that, without the prior written consent of BAS, it will not make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock in connection with any registration statement that would be filed during the Lock-Up Period. The foregoing sentence shall not apply to the transfer of any or all of the shares of Common Stock owned by such Selling Stockholder (i) to the underwriters in connection with the offering of Shares under this Agreement, (ii) to any other person or entity, for as long as such other person or entity is controlled by such Selling Stockholder, controls such Selling Stockholder, is in common control with such Selling Stockholder or is an investment fund or similar entity managed by one or more investment managers of such Selling Stockholder or managed by the same general partner or manager as such Selling Stockholder, or by any other general partner or manager within the same group as such Selling Stockholder or its general partner, (iii) either during such Selling Stockholder’s lifetime or on death, by gift, will or intestate succession to children, stepchildren, or grandchildren (or any of their spouses), parents, stepparents, grandparents, spouse, domestic partner, siblings, in-laws or persons related by reason of legal adoption of such Selling Stockholder, (iv) to a trust the beneficiaries of which are exclusively such Selling Stockholder and/or children, stepchildren, or grandchildren (or any of their spouses), parents, stepparents, grandparents, spouse, domestic partner, siblings, in-laws or persons related by reason of legal adoption of such Selling Stockholder; provided, however, that in the case of clause (ii), (iii) or (iv) above it shall be a condition to such transfer that (A) the transferee executes and delivers to BAS an agreement stating that the transferee is receiving and holding the Common Stock subject to the provisions of the lockup letters described in Section 6(l), and there shall be no further transfer of such Common Stock except in accordance with such lockup letter, (b) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period), (c) no public announcement by any party (donor, donee, transferor or transferee) shall be required by law (including, without limitation, under the Exchange Act or the Securities Act) or shall be voluntarily made in connection with such transfer or distribution and (d) such Selling Stockholder notifies BAS in writing at least two business days prior to the proposed disposition or transfer. Notwithstanding anything herein to the contrary, the restrictions set forth in the lockup letters described in Section 6(l) shall not apply to the establishment of a trading plan that complies with Rule 10b5-1 under the Exchange Act, as amended; provided however, that the restrictions set forth in the lockup letters described in Section 6(l) shall apply in full force to shares of Common Stock subject to the trading plan during the Lock-Up Period. If (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by the immediately preceding paragraph and the lockup letters described in Section 6(l) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless BAS waives, in writing, such extension. Each Selling Stockholder acknowledges that the Company has agreed to provide written notice of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph to such Selling Stockholder (in accordance with Section 15 of this Agreement) and agrees that any such notice properly delivered will be deemed to have been given to, and received by, such Selling Stockholder. Such Selling Stockholder hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of the lockup letters described in Section 6(l) during the period from the date of such lockup letters to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to the previous paragraph) has expired. Such Selling Stockholder also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of shares of Common Stock or securities convertible into or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Sharesfor Common Stock held by such Selling Stockholder except in compliance with the foregoing restrictions and the restrictions set forth in the lockup letters described in Section 6(l).

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.the

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays Cowen (which consent may be withheld in their sole discretion), on behalf of the Underwriters, directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsSecurities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSs, Ordinary Shares Shares, free shares or options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)) to purchase ADSs or Ordinary Shares, or issue procure the issuance of ADSs or Ordinary Shares upon exercise of optionsoptions or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)), pursuant to any employee or non-employee director or management benefit, stock option, warrant plan, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus and in effect as of the date hereof, provided that the recipients thereof (other than recipients who acquire Ordinary Shares solely upon the exercise, during the Lock-up Period, of founder’s share warrants (BSPCE) and share warrants (BSA) outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus, but only if the holders Prospectus and the French Listing Prospectus) provide to Jefferies and Cowen, on behalf of such the Underwriters, a signed agreement substantially in the same form as the Lock-Up Agreement on Exhibit E hereto; (C) issue Ordinary Shares in connection with any increase in capital resulting from the capitalization of reserves, profits or premiums in the ordinary course of business, (D) file a registration statement on Form S-8 to register ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any the terms of a stock option, stock bonus, bonus or other similar stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus; and (DE) issue ADSs, ADSs or Ordinary Shares or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, business, property, technology property or other assets of another person or business entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (E), (x) issue ADSs, such ADSs or Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, shall not in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, exceed 5% of the total Company’s outstanding share capital of the Company immediately following the issuance consummation of the Shares; offering of the Offered Securities contemplated by this Agreement and provided further, that (y) the recipients thereof provide to Jefferies and Cowen, on behalf of any such ADSsthe Underwriters, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an a signed agreement substantially in the same form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSson Exhibit E hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or depositary receipts evidencing ADSs or Ordinary Shares or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th 180th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their at the sole discretiondiscretion of Representatives), directly or indirectly: , sell (i) sellincluding, offer without limitation, any short sale), offer, contract or grant any option to sell, contract to sell or lend any ADSspledge, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any ADSsor transfer, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSsof, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of of, any ADSsShares, Ordinary options, rights or warrants to acquire Shares or Related Securities securities exchangeable or exercisable for or convertible into Shares (other than as contemplated by this Agreement with respect to the Offered ADSs); (viiiShares) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements Registration Statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any and may effect the conversion of its preferred stock option, stock bonus, or other stock plan or arrangement described as set forth in the Registration StatementProspectus under the caption “Use of Proceeds”; provided, the Time of Sale Prospectus and the Prospectus; (D) issue ADSsfurther, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant options, rights or warrants to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary acquire Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs Shares to sellers in connection with acquisitions of assets or Ordinary entities by the Company or any of its subsidiaries, so long as (i) the aggregate number of Shares issued in all such acquisitions does not exceed 15% of the Shares outstanding following the offering of the Offered Shares and (ii) any recipients of such Shares, options, rights, warrants or securities in any such acquisitions enter into a lock-up agreement, in a form substantially similar to acquire other securities the form of lock-up agreement attached hereto as Exhibit B, for the remainder of the Lock-Up Period. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-up Period, the Company issues an earnings release or rights ultimately exchangeable material news or exercisable fora material event relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or convertible intothe occurrence of the material news or material event, ADSs or Ordinary Sharesas applicable, unless the Representatives waive, in writing, such extension (which waiver may be withheld at the sole discretion of the Representatives). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays Stifel (which consent may be withheld in their sole discretion), directly or indirectly: (iindirectly:(i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsSecurities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if provided that the holders recipients thereof provide to the Representatives a signed lock-up agreement substantially in the form of such Exhibit A hereto (the “Lock-Up Agreement”), (C) issue ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock optionthe exercise of options or warrants, stock bonusin each case, or other stock plan or arrangement outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (D) issue ADSs, file a registration statement on Form S-8 to register ADSs or Ordinary Shares issuable pursuant to the terms of a stock option, stock bonus or Related Securities other stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus and the Prospectus, (E) issue ADSs or Ordinary Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, business, property, technology property or other assets of another person or business entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (E) issue ADSs, (x) such ADSs or Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, shall not in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, exceed 5% of the total Company’s outstanding share capital of the Company immediately following the issuance consummation of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSsSecurities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays Evercore (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) confidentially submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options or other equity awards to purchase or acquire ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of optionsoptions or the vesting of other equity awards, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays Evercore (which consent may be withheld in their sole discretion); (C) file one issue ADSs or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to the exercise of any stock option, stock bonus, or other stock plan or arrangement warrants to acquire securities of the Company outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, file a registration statement on Form S-8 to register ADSs or Ordinary Shares issuable pursuant to the terms of a stock option, stock bonus or Related Securities other stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus and the Prospectus; and (E) issue ADSs or Ordinary Shares in connection with any joint venture, commercial, strategic, business combination or collaborative relationship or the acquisition or license by the Company of the securities, business, property, technology property or other assets of another person or business entity entity, or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisitiontransaction; provided, however, that in the case of clause (E), (x) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, ADSs or Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) issued in connection with all such acquisitions and (E) shall other transactions does not exceed, in the aggregate, exceed 5% of the total Company’s outstanding ordinary share capital of the Company immediately following the issuance consummation of the Shares; offering of the Offered ADSs contemplated by this Agreement and provided further, that (y) the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant thereof provide to clauses (D) or (E) during the Lock-Up Period shall enter into an Representatives a signed agreement substantially in the same form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSson Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies Jefferies, Pxxxx Xxxxxxx and Barclays Sxxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (iindirectly:(i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related SecuritiesSecurities (other than those being sold pursuant hereto); (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this (i) this Agreement with respect to the Offered ADSsADSs and (ii) the registration for resale of ADSs and Ordinary Shares underlying such ADSs issued and sold pursuant to that certain Securities Purchase Agreement, dated as of February 20, 2020, by and among the Company and the Purchasers who are signatories thereto); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, or warrants, pursuant to any stock option, warrants, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided the recipients thereof provide to Jefferies a signed Lock-Up Agreement substantially in the form of Exhibit C hereto, (C) file a registration statement on Form S-8 with respect to any securities issued or issuable, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if (D) assist any shareholder of the holders Company in the establishment of a trading plan by such shareholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or Ordinary Shares; provided (x) that such plan does not provide for the transfer of ADSs or Ordinary Shares or options agree in writing with during the Underwriters Lock-up Period, (y) the establishment of such plan does not to sell, offer, dispose of require or otherwise transfer result in any public filing or other public announcement of such ADSs or Ordinary Shares or options plan during such Lock-up Period without and (z) such plan is otherwise permitted to be implemented during the prior written consent Lock-up Period pursuant to the terms of Jefferies the lock-up agreement between such shareholder and Barclays the Underwriters in connection with the offering of the Offered Shares, (which consent may be withheld in their sole discretion); (CE) file one issue ADSs or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; acquisition or (EF) issue ADSsADSs or Ordinary Shares, Ordinary Shares or Related Securitieswarrants, or enter into an agreement restricted stock awards or of options to issue ADSspurchase ADSs or Ordinary Shares, Ordinary Shares or Related Securitiesin each case, in connection with any mergerjoint ventures, joint venturecommercial relationships, strategic alliance, commercial, consulting, lending relationships or other collaborative transactionstrategic transactions; provided that, provided that in the case of immediately preceding clauses (E) and (F), (x) the aggregate number of restricted stock awards and ADSs or Ordinary Shares issued in connection with, or issuable pursuant to the exercise of any options or warrants issued in connection with, all such acquisitions and other transactions does not exceed 5% of the aggregate number of Ordinary Shares outstanding immediately following the offering of the Offered Shares pursuant to this Agreement and (y) the recipients of the ADSs, . Ordinary Shares or Related Securities that the Company may issue or agree provide to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of Jefferies a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the signed Lock-Up Agreement between such stockholder and in the Underwriters in connection with the offering of the Offered ADSsform set forth as Exhibit C hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through ending on and including the 90th 180th day following the date of the Prospectus (such period, as the same may be extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of each of Jefferies and Barclays Xxxxxx Xxxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Jefferies and Xxxxxx Xxxxxxxx), directly or indirectly: (i) , sell, offer to selloffer, contract or grant any option to sell or lend any ADSs(including, Ordinary Shares or Related Securities (as defined below); (ii) effect without limitation, any short sale), pledge, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any ADSsor transfer, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSsof, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of of, any Shares, ADSs, Ordinary options, rights or warrants to acquire Shares or Related Securities ADSs, or securities exchangeable or exercisable for or convertible into Shares, ADSs or derivatives of Shares and ADSs (or agreement for such) (other than as contemplated by this Agreement with respect to the Offered ADSs); (viiiSecurities) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or ADSs or options to purchase ADSs Shares or Ordinary SharesADSs, or issue Shares or ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus, but only if the holders of such ADSs shares or Ordinary Shares ADSs, options, or options shares issued upon exercise of such options, are contractually restricted from, or agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares shares or options during such Lock-up Period without the prior written consent of each of Jefferies and Barclays Xxxxxx Xxxxxxxx (which consent may be withheld in their at the sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company discretion of the securitiesJefferies and Xxxxxx Xxxxxxxx). Notwithstanding the foregoing, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; if (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (Ei) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder last 17 days of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up up Period, and the establishment Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such the Lock-Up Period and such plan is otherwise permitted to be implemented up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period pursuant will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless each of Jefferies and Xxxxxx Xxxxxxxx waive, in writing, such extension (which waiver may be withheld at the sole discretion of Jefferies and Xxxxxx Xxxxxxxx), except that such extension will not apply if, (i) within three business days prior to the terms 15th calendar day before the last day of the Lock-Up Agreement between such stockholder up Period, the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (i) the Shares are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters in connection with during the offering 15 days before or after the last day of the Offered ADSsLock-up Period (before giving effect to such extension). For purposes The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary SharesLock-up Period.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their its sole discretion), directly or indirectly: (i) , sell, offer to selloffer, contract or grant any option to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect including without limitation any short sale), or pledge, transfer, establish or increase any an open “put equivalent position” (as defined in or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any ADSs, Ordinary Shares or Related Securities; transfer (v) or enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction which is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Sharesdesigned to, or issue ADSs or Ordinary Shares upon exercise of optionsmight reasonably be expected to, pursuant to any stock option, stock bonus or other stock plan or arrangement described result in the Registration Statementdisposition of) any shares of Common Stock, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs shares of Common Stock, or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs shares of Common Stock currently or Ordinary Shareshereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by such Selling Stockholder, or publicly announce such Selling Stockholder’s intention to acquire do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus. The foregoing restriction shall not apply to (i) Shares to be sold by such Selling Stockholder hereunder, (ii) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering, (iii) transfers of shares of Common Stock or rights ultimately any security convertible, exchangeable for or exercisable forinto Common Stock as a bona fide gift or gifts or as a result of the operation of law or testate or intestate succession; or (iv) transfers to a trust, partnership, limited liability company or other entity, the beneficial interests of which are held by the transferor; provided, in the case of clauses (iii) and (iv), (A) such transferee agrees to be bound by the same terms as the transferor under this Section 3B(a), (B) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the 90-day period referred to above), (C) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition, and (D) the transferee notifies the Representatives at least two business days prior to the proposed transfer or disposition. In addition, such Selling Stockholder agrees that, without the prior written consent of the Representatives, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right or publicly announce the intention with respect to, the registration of any shares of Common Stock or any security convertible into, ADSs into or Ordinary Sharesexercisable or exchangeable for Common Stock.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including ending on the 90th 30th day following the date of the Prospectus (such periodProspectus, as extended as described below, being referred to herein as the “Lock-up Period”), neither the Company will notnor the Operating Partnership will, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their at the sole discretiondiscretion of the Representatives), directly or indirectly: (i) , issue, sell, offer offer, contract or grant any option to sell, contract to sell or lend any ADSspledge, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, transfer or establish or increase any an open “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any a “call equivalent position” (as defined in within the meaning of Rule 16a-1(b) 16a-1 under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any ADSs, Ordinary Shares or Related Securities; transfer (v) or enter into any swaptransaction which is designed to, hedge or similar arrangement might reasonably be expected to, result in the disposition of), or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSsof, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of, any shares of Series H Preferred Stock, any ADSsSeries H Units, Ordinary Shares or Related Securities (any other than as contemplated by this Agreement with respect shares of Preferred Stock, any other preferred units of limited partnership interest of the Operating Partnership ( “Preferred Units”), any securities of the Company substantially similar to the Offered ADSs); (viii) effect a reverse stock splitSeries H Preferred Stock, recapitalization, share consolidation, reclassification any partnership interests of the Operating Partnership substantially similar to the Series H Units or similar transaction affecting the outstanding Ordinary Shares; any depositary shares or (ix) publicly announce the intention to do depositary receipts representing or evidencing any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares foregoing or any securities exchangeable or exercisable for or convertible into ADSs any of the foregoing, or Ordinary publicly announce an intention to do any of the foregoing (other than (i) the issuance and sale of the Shares to the Underwriters, (ii) the issuance of Series H Units to the Company in return for the Company’s contribution to the Operating Partnership of the net proceeds received from the Underwriters for the sale of the Shares as contemplated by this Agreement, (iii) the issuance of Common Stock and, if applicable, other securities of the Company upon conversion of the Company’s Series G Preferred Stock or the Shares, or to acquire and (iv) the issuance of Common Units and, if applicable, other securities of the Operating Partnership to the Company upon conversion of the Operating Partnership’s outstanding Series G units of limited partnership interest or rights ultimately exchangeable or exercisable forthe Series H Units); provided, or convertible intohowever, ADSs or Ordinary Sharesthat the Company may issue shares of its Series A Preferred Stock in exchange for outstanding Series A Preferred Units of the Operating Partnership without the prior written consent of the Representatives.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.the

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if provided the holders of such ADSs or Ordinary Shares or options agree in writing with recipients thereof provide to the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such LockRepresentatives a signed lock-up Period without agreement substantially in the prior written consent form of Jefferies and Barclays (which consent may be withheld in their sole discretion); Exhibit A hereto, (C) issue Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, provided the recipients thereof provide to the Representatives a signed lock-up agreement substantially in the form of Exhibit A hereto, (D) file one or more a registration statements statement on Form S-8 with respect to any ADSs, Ordinary register Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock the terms of a plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (DE) issue ADSs, Ordinary Shares or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, businessbusinesses, property, technology property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (E), (x) issue ADSs, Ordinary such Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, shall not in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number exceed five percent (5%) of ADSsthe Company’s outstanding ordinary shares on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (Ey) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant thereof provide to clauses (D) or (E) during the LockRepresentatives a signed lock-Up Period shall enter into an up agreement substantially in the form attached hereto as of Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSshereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect sell the transactions contemplated hereby; Offered Shares, (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of optionsoptions or warrants, pursuant to any stock option, stock bonus or other stock plan or arrangement arrangement, or pursuant to any other outstanding options or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or ADSs, Ordinary Shares or options agree enter into an agreement substantially in writing with the Underwriters not to sellform of Exhibit A hereto, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect or a successor form thereto relating to any ADSs, the ADSs and/or Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock incentive plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , and (D) issue ADSs, ADSs and/or Ordinary Shares (or Related Securities Securities) in connection with the a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or license by the Company not less than a majority or controlling portion of the securities, business, property, technology or other assets equity of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transactionentity, provided that (x) the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue securities issued pursuant to this clause (D) and (E) shall not exceed, in the aggregate, 5represent more than 5.0% of the total number of then-outstanding share capital of Ordinary Shares and (y) the Company immediately following the issuance of the Shares; and provided further, that the recipients recipient of any such ADSs, Ordinary Shares or Related Securities securities issued pursuant to clauses this clause (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as of Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSshereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or ADSs, Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or ADSs, Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their its sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon satisfaction or exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.which

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and issue ADSs or Ordinary Shares to JJDC in connection with the Strategic Offering, (B) issue ADSs, ADSs or Ordinary Shares or grant free shares, options or warrants (including founders’ share warrants (bons de souscription de parts de créateur d’entreprise, or BSPCE), share warrants (bons de souscription d’actions, or BSA) and stock options (options de souscription d’actions) to purchase ADSs or Ordinary Shares, or issue procure the issuance of ADSs or Ordinary Shares upon exercise of options or warrants (including BSPCE, BSA and stock options)), pursuant to any available shareholder resolution authorizing the issuance of such ADSs or Ordinary Shares in connection with any employee or non-employee director or management benefit, stock option, warrant plan, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus, but only if the holders of such (C) file a registration statement on Form S-8 to register ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any the terms of a stock option, stock bonus, bonus or other similar stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus; (D) issue ADSs, ADSs or Ordinary Shares or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, business, property, technology property or other assets of another person or business entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition; (E) issue ADSsprovided, Ordinary Shares or Related Securitieshowever, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, that in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number case of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D), (x) and (E) such ADSs or Ordinary Shares shall not exceed, in the aggregate, 5aggregate exceed 7.5% of the total Company’s outstanding share capital of the Company immediately following the issuance consummation of the Shares; offering of the Offered Securities contemplated by this Agreement and provided further, that (y) the recipients thereof provide to the Representatives, on behalf of any such ADSsthe Underwriters, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an a signed agreement substantially in the same form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder on Exhibit E hereto; and the Underwriters in connection (E) file a prospectus with the offering Commission related to an at-the-market sales program and issue and sell ADSs thereunder, provided that such prospectus may only be filed at least 30 days after the date of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary SharesFinal Prospectus Supplement.

Agreement Not to Offer or Sell Additional Shares. (i) During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock splitsell any Ordinary Shares of the Company to Lincoln Park Capital Fund, recapitalizationLLC (“Lincoln Park”) pursuant to the Purchase Agreement dated as of January 11, share consolidation2016, reclassification or similar transaction affecting by and between the outstanding Ordinary Shares; Company and Lincoln Park, or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby and (B) issue ADSsrestricted Ordinary Shares (that is, Ordinary Shares that cannot be transferred prior to vesting) or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement approved by the Company’s Board of Directors and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of Prospectus so long as any such ADSs or restricted Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or purchase Ordinary Shares do not vest, or options during such are not exercisable (as the case may be), in whole or in part, prior to the expiration of the Lock-up Period and (C) file a Registration Statement on Form S-8 relating to the Ordinary Shares granted pursuant to or reserved for issuance under any stock-based compensation plans of the Company and (D) enter into an agreement providing for the sale or issuance by the Company of, and sell and issue, Ordinary Shares or Related Securities exercisable or exchangeable for, or convertible into, a number of Ordinary Shares, in the aggregate amount of not more than 10% of the Company’s Ordinary Shares issued and outstanding immediately following the Closing date, pursuant to one or more strategic collaborations, licensing transactions or business, product or technology acquisitions (in any event excluding transactions principally of a financing nature) without the prior written consent of Jefferies and Barclays the Representative; provided, however, that any such issuance under clause (which consent may D) above shall be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, conditioned upon the execution by each recipient of such Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (D) issue ADSs, Ordinary Shares or Related Securities in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Locka lock-Up Period shall enter into an agreement substantially up in the form attached hereto as of Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSsE hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representative (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsShares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; hereby (including the issuance of the Firm Warrants, any Optional Warrants and the Warrant Shares), (B) issue ADSs, Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, options or warrants outstanding on the date hereof or issue Shares or awards or options to purchase Shares pursuant to the Company’s 2020 Stock Option and Incentive Plan, 2020 Employee Stock Purchase Plan or any stock option, stock bonus bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays the Representative (which consent may be withheld in their its sole discretion); , (C) file one or more a registration statements statement on Form S-8 or successor form thereto with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in relating to the Registration StatementCompany’s 2020 Stock Option and Incentive Plan or 2020 Employee Stock Purchase Plan, the Time of Sale Prospectus and the Prospectus; (D) issue ADSsshares of Common Stock from time to time pursuant to that certain Sales Agreement, Ordinary Shares or Related Securities in connection with the acquisition or license dated as of November 4, 2021, by and between the Company and Jefferies LLC, as sales agent, following the earlier to occur of (x) the securities, business, property, technology or other assets Underwriters’ exercise in full of another person or business entity or pursuant their option to any employee benefit plan assumed by purchase the Company Optional Shares and accompanying Warrants as set forth in connection with any such acquisition; (E) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (DSection 2(c) and (Ey) shall not exceed, in the aggregate, 5% of the total outstanding share capital of the Company immediately date that is 30 days following the issuance of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSs. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.date of

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays Xxxxx Xxxxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSsSecurities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ixviii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; , (B) issue ADSs, Ordinary Shares or options to purchase incentive awards for ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise or vesting of optionsincentive awards, pursuant to any stock share option, stock share bonus or other stock incentive award plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such (C) issue ADSs or Ordinary Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares or options during such Lock-up Period without the prior written consent of Jefferies and Barclays (which consent may be withheld in their sole discretion); (C) file one or more registration statements on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant to any stock optionthe exercise of options or warrants, stock bonusin each case, or other stock plan or arrangement outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , (D) issue file a registration statement on Form S-8 to register ADSs or Ordinary Shares issuable pursuant to the terms of a share option, share bonus or other share plan or arrangement described in the Registration Statement, Time of Sale Prospectus and the Prospectus or file a registration statement on Form F-6 to register ADSs, (E) issue ADSs or Ordinary Shares or Related Securities in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, business, property, technology property or other assets of another person or business entity or pursuant to any employee benefit plan as assumed by the Company in connection with any such acquisition; provided, however, that in the case of clause (E) issue ADSs, (x) such ADSs or Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, shall not in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue pursuant to clause (D) and (E) shall not exceed, in the aggregate, exceed 5% of the total Company’s outstanding share capital of the Company immediately following the issuance consummation of the Shares; and provided further, that the recipients of any such ADSs, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-Up Agreement between such stockholder and the Underwriters in connection with the offering of the Offered ADSsSecurities contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement, and (F) offer and sell ADSs under the Company’s existing Open Market Sale AgreementSM, dated as of March 19, 2021, by and between the Company and Jefferies. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 90th 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any ADSs, Ordinary Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any ADSs, Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any ADSs, Ordinary Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any ADSs, Ordinary Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any ADSs, Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any ADSs, Ordinary Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any ADSs, Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered ADSs); or (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares; or (ix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect sell the transactions contemplated hereby; Offered ADSs, (B) issue ADSs, ADSs or Ordinary Shares or options to purchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such ADSs or Ordinary Shares Shares, as applicable, or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares Shares, as applicable, or options during such the Lock-up Period without the prior written consent of Jefferies and Barclays the Representatives (which consent may be withheld in their sole discretion); , [(C) file one or more any registration statements statement on Form S-8 with respect to any ADSs, Ordinary Shares or Related Securities issued or issuable pursuant a successor form thereto relating to any stock option, stock bonus, bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; , and (D) issue ADSsenter into an arrangement with respect to Ordinary Shares, Ordinary Shares ADSs or Related Securities other securities issued in connection with the a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or license by the Company acquisition of not less than a majority or controlling portion of the securities, business, property, technology or other assets equity of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; entity, but only if (Ex) issue ADSs, Ordinary Shares or Related Securities, or enter into an agreement to issue ADSs, Ordinary Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial, consulting, or other collaborative transaction, provided that the aggregate number of ADSs, Ordinary Shares or Related Securities that the Company may issue or agree to issue ADSs issued pursuant to this clause (D) and (E) shall not exceed, in the aggregate, exceed five percent [(5% %)] of the total outstanding share capital number of issued Ordinary Shares (in the Company case of ADSs, this limit relates to the number of Ordinary Shares represented by the ADSs) immediately following the issuance and sale of the Offered ADSs pursuant hereto and (y) the holders of such ADSs or Ordinary Shares; and provided further, that as applicable, or other securities agree in writing with the recipients Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSsADSs or Ordinary Shares, Ordinary Shares or Related Securities issued pursuant to clauses (D) or (E) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto as Exhibit A on or prior to such issuance; and (F) assist any stockholder of the Company in the establishment of a trading plan by such stockholder pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSsapplicable, Ordinary Shares or Related Securities, provided that such plan does not provide for the transfer of ADSs, Ordinary Shares or Related Securities during the Lock-Up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-Up Period and such plan is otherwise permitted to be implemented securities during the Lock-up Period pursuant to without the terms prior written consent of the Lock-Up Agreement between such stockholder and the Underwriters Representatives (which consent may be withheld in connection with the offering of the Offered ADSs. their sole discretion).] For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs or Ordinary Shares or any securities exchangeable or exercisable for or convertible into ADSs or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, ADSs or Ordinary Shares.