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 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of 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 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any 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 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 Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) 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 Shares or options to 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 60th 90th day following the date of the Prospectus (each such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, 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 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 Shares or Related Securities; , (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; , (iv) in any other way transfer or dispose of any 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 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 Shares or Related Securities; , (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); , or (viii) 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 Shares or options to purchasepurchase Shares, or issue 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 Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Cantor (which consent may be withheld in its sole discretion), (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, (D) 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 shares of Common Stock; provided that such plan does not provide for the transfer of Shares during the Lock-up Period, and the establishment of such plan does not require or otherwise result in any public filing 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 Shares, (E) confidentially submit with the Commission a registration statement under the Securities Act, and amendments thereto, relating to the offer and sale of Shares; provided that no public announcement or filing with any Governmental Authority relating to such filings or the intention to do such filings is made or is required to be made pursuant to any Laws, or (F) issue Shares or Related Securities in connection with an acquisition or business combination (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto), so long as the purpose of such issuance is not solely for capital raising. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, 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 60th 90th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLC, 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 (viiiix) 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 purchasepurchase 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 60th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, LLC and 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) 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 SharesADSs); or (viii) 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; or (B) issue ADSs, Ordinary Shares or options to purchasepurchase ADSs or Ordinary

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 60th 90th day following after the date of the Prospectus hereof (such period 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 Xxxxxxxxx LLC, 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 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any 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 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 Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; or hereby and (B) issue Shares, restricted stock units for Shares or options to purchasepurchase Shares, or issue Shares upon exercise of options 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 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 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 the Representatives (which consent may be withheld in their sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, 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 60th 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, Xxxxxxxxxxx (which consent may be withheld in their at the sole discretiondiscretion of Xxxxxxxxxxx), directly or indirectly: (i) , sell, offer to selloffer, contract or grant any option to sell or lend any Shares or Related Securities (as defined below); (ii) effect including, without limitation, any short sale), pledge, lend, 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge swap or similar other arrangement or agreement that transferstransfers to another, in whole or in part, any of the economic risk consequences of ownership ownership, or otherwise dispose of or transfer (or enter into any Shares transaction which is designed to result in the disposition or Related Securitiestransfer of), any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock (regardless of whether any such transaction is to be settled in by delivery of any shares of Common Stock or other securities, in cash or otherwise; ) currently or hereafter owned either of record or beneficially (vi) as defined in Rule 13d-3 under the Exchange Act), or publicly announce an intention to do any of the foregoing, or announce the offering of any Shares of, or Related Securities; (vii) file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock, options or Related Securities warrants to acquire shares of the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the foregoing does not apply to (i) the issuance of stock options not exercisable during the Lock-Up Period pursuant to stock option plans described in the Registration Statement and the Prospectus; (ii) any exercise of warrants or options to acquire shares of Common Stock (including with respect to any “net exercise” provisions thereof) or the exchange of any securities of the Company may (A) effect the transactions contemplated herebyfor Common Stock; or (Biii) issue Shares any sale of shares of Common Stock to the Underwriters. Notwithstanding the foregoing, if (x) during the last 17 days of the 90-day restricted period the Company issues an earnings release or options material news or a material event relating to purchasethe Company occurs, or (y) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed in this clause 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. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 5(l) 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 60th 180th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLC, 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 (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; or hereby and (B) issue ADSs, Ordinary Shares or options to purchasepurchase 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 (which consent may be withheld in its 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.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 60th 90th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLC, 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) 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 SharesADSs); or (viii) 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 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 purchasepurchase ADSs or Ordinary Shares, or 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, (C) 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 other similar stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus, the Prospectus and the French Listing Prospectus; (D) 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 or other assets of another person or 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 (D), (x) such ADSs or Ordinary Shares shall not in the aggregate exceed 7.5% of the Company’s outstanding share capital immediately following the consummation of the offering of the Offered Securities contemplated by this Agreement and (y) the recipients thereof 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; and (E) file a prospectus with the 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 Final Prospectus Supplement.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 60th 180th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLC, 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 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) 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 SharesADSs); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect sell the transactions contemplated hereby; or Offered ADSs, (B) issue ADSs or Ordinary Shares or options to purchasepurchase 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, 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, as applicable, or options during the Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), [(C) file any registration statement on Form S-8 or a successor form thereto relating 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, and (D) enter into an arrangement with respect to Ordinary Shares, ADSs or other securities issued in connection with 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 acquisition of not less than a majority or controlling portion of the equity of another entity, but only if (x) the aggregate number of Ordinary Shares or ADSs issued pursuant to this clause (D) shall not exceed five percent [(5%)] of the total number of issued Ordinary Shares (in the 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, as applicable, or other securities agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such ADSs or Ordinary Shares, as applicable, or other securities during the Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in 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.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 60th 180th day following the date of the Prospectus (such period period, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, Jefferies and Leerink (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any 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 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 Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; or hereby and (B) issue Shares or options to purchasepurchase Shares, or issue 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, provided that the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto, (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 a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus and the Prospectus and (E) issue Shares in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, businesses, property or other assets of another person or 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) the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed [insert number of shares that is equal to 5% of the total outstanding shares of common stock of the Company immediately following the completion of this offering] of Shares and (y) the recipients thereof provide to the Representatives a signed Lock-Up Agreement in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, 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 60th 90th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLC, 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 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) 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 Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect sell the transactions contemplated hereby; or Offered Shares, (B) issue ADSs, Ordinary Shares or options to purchasepurchase ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options or warrants, pursuant to any stock option, stock bonus or other stock plan or 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, Ordinary Shares or options enter into an agreement substantially in the form of Exhibit A hereto, (C) file one or more registration statements on Form S-8 or a successor form thereto relating to the ADSs and/or Ordinary Shares issuable pursuant to any stock incentive plan described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (D) issue ADSs and/or Ordinary Shares (or Related Securities) in connection with 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 not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of securities issued pursuant to this clause (D) shall not represent more than 5.0% of the total number of then-outstanding Ordinary Shares and (y) the recipient of any such securities issued pursuant to this clause (D) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire ADSs, Ordinary Shares or any securities exchangeable or exercisable for or convertible into 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 ending on the 60th 30th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”)Prospectus, neither the Company will notnor the Operating Partnership will, without the prior written consent of Xxxxxxxxx LLC, 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 Shares or Related Securities (as defined below); (ii) effect any short salepledge, 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 Shares , or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any 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 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 Shares of, or Related Securities; (vii) file any registration statement under the Securities Act in respect of, any shares of Series H Preferred Stock, any Shares or Related Securities (Series H Units, 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 Shares); Series H Preferred Stock, any partnership interests of the Operating Partnership substantially similar to the Series H Units or (viii) any depositary shares or depositary receipts representing or evidencing any of the foregoing or any securities exchangeable or exercisable for or convertible into any of the foregoing, or publicly announce the an intention to do any of the foregoingforegoing (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, 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 the Series H Units); provided, however, that the Company may (A) effect issue shares of its Series A Preferred Stock in exchange for outstanding Series A Preferred Units of the transactions contemplated hereby; or (B) issue Shares or options to purchaseOperating 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 60th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, Xxxxxxx Xxxxx (which consent may be withheld in their Xxxxxxx Xxxxx’x sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below)lend; (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 Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below ); (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 Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) 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 Shares or options to purchasepurchase Shares, or issue Shares upon exercise of options or warrants, pursuant to any stock option, stock bonus or other stock plan, arrangement or agreement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, 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 60th 90th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLC, 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) 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 SharesADSs); or (viii) 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 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 purchasepurchase ADSs or Ordinary Shares, or 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, provided that the recipients thereof (other than recipients who acquire Ordinary Shares solely upon the exercise, during the Lock-up Period, of 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 issuable pursuant to the terms of a stock option, stock bonus or other similar stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus, the Prospectus and the French Listing Prospectus; and (D) 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 or other assets of another person or 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 (D), (x) such ADSs or Ordinary Shares shall not in the aggregate exceed 5% of the Company’s outstanding share capital immediately following the consummation of the offering of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to Jefferies, on behalf of the Underwriters, a signed agreement substantially in the same form as the Lock-Up Agreement on 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 60th 180th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLC, 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) 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 SharesADSs); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; or hereby and (B) issue ADSs, Ordinary Shares or options to purchasepurchase 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 the Representative (which consent may be withheld in its 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.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 60th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any 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 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 Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) 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 Shares or options to purchasepurchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other 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 60th 90th day following the date of the Prospectus (such period being referred to herein as the “Company Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, 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 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any 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 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 Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) 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 Shares, options to purchase Shares or options to purchaserestricted stock units, or issue 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 60th 180th day following the date of the Prospectus (such period period, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, 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 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any 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 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 Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) 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 Shares or options to purchasepurchase Shares, or issue 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, provided the recipients thereof provide to the Representatives a signed lock-up agreement substantially in the form of 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 a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a plan described in the Time of Sale Prospectus and (E) issue Shares 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, businesses, property or other assets of another person or 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) such Shares shall not in the aggregate exceed five percent (5%) of the Company’s outstanding ordinary shares on a fully-diluted basis after giving effect to the sale of the Offered Securities contemplated by this Agreement, and (y) the recipients thereof provide to the Representatives a signed lock-up agreement substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, 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 60th 90th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLC, 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 (viiiix) 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 purchasepurchase 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, (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 issued or to be issued pursuant to the definitive subscription agreements (including the warrants thereof) the Company entered into in September 2020, as described under the section titled “Description of Share Capital” in the Time of Sale Prospectus and the Prospectus, (D) file registration statements related to the resale of the ADSs or Ordinary Shares 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 resale of, any ADSs or Ordinary Shares by the directors and executive officers of the Company in private placements, if the aggregate 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 on a recognized exchange outside of the United 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. (i) During the period commencing on and including the date hereof and continuing through and including the 60th 90th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLC, 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 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 Ordinary Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Ordinary Shares or Related Securities; (iv) in any other way transfer or dispose of any 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 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 Ordinary Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Ordinary Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); (viii) sell any Ordinary Shares of the Company to Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to the Purchase Agreement dated as of January 11, 2016, by and between the Company and Lincoln Park, or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; or hereby and (B) issue restricted Ordinary Shares (that is, Ordinary Shares that cannot be transferred prior to vesting) or options to purchase Ordinary Shares 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 so long as any such restricted Ordinary Shares or options to purchasepurchase Ordinary Shares do not vest, or 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 the Representative; provided, however, that any such issuance under clause (D) above shall be conditioned upon the execution by each recipient of such Ordinary Shares or Related Securities of a lock-up in the form of Exhibit E hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Ordinary Shares or any securities exchangeable or exercisable for or convertible into Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, 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 60th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company Such Selling Stockholder will not, without the prior written consent of Xxxxxxxxx LLC, 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 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 otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of) any shares of Common Stock, options or liquidate warrants to acquire shares of Common Stock, or decrease any “call equivalent position” securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 16a-1(b) 13d-3 under the Exchange Act) of any Shares by such Selling Stockholder, or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any 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 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 Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the such Selling Stockholder’s intention to 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 any security convertible, exchangeable for or exercisable into 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, howeverin the case of clauses (iii) and (iv), that the Company may (A) effect such transferee agrees to be bound by the transactions contemplated hereby; or same terms as the transferor under this Section 3B(a), (B) issue Shares no filing by any party (donor, donee, transferor or options 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 purchaseabove), (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 or exercisable 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 the 60th 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, Jefferies and 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 (viiiix) 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 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 purchasepurchase ADSs or Ordinary Shares 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, provided that any directors or officers who are recipients thereof have provided the a signed Lock-Up Agreement in the form attached as Exhibit A hereto; (D) issue Ordinary Shares pursuant to the conversion or exchange of 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 Ordinary Shares; provided (x) that such plan does not provide for the transfer of ADSs or Ordinary Shares during the Lock-up Period, (y) the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and (z) such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the lock-up agreement between such shareholder and the Underwriters in connection with the offering of the Offered ADSs; (G) issue ADSs or Ordinary Shares in connection with the acquisition by the Company of the securities, business, 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 (H) issue ADSs, Ordinary Shares or Related Securities, in each case, in connection with joint ventures, commercial relationships, lending relationships or other strategic transactions; provided that, in the case of immediately preceding clauses (G) and (H), (x) the aggregate number of ADSs, Ordinary Shares or Related Securities 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 ADSs pursuant to this Agreement and (y) the recipients of such ADSs, Ordinary Shares and Related Securities provide to Jefferies and Xxxxx Xxxxxxx a signed Lock-Up Agreement in the form 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 and including the date hereof and continuing through ending on and including the 60th 180th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, each of Jefferies and 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 Shares or Related Securities (as defined below); (ii) effect including, 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any 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 Shares of, or Related Securities; (vii) file any registration statement under the Securities Act in respect of of, any Shares, ADSs, 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 Shares); Securities) or (viii) 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 Shares or ADSs or options to purchasepurchase Shares or ADSs, or issue Shares or ADSs upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, but only if the holders of such shares or ADSs, options, or shares issued upon exercise of such options, are contractually restricted from, or agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such Lock-up Period without the prior written consent of each of Jefferies and Xxxxxx Xxxxxxxx (which consent may be withheld at the sole discretion of the Jefferies and Xxxxxx Xxxxxxxx). Notwithstanding the foregoing, if (i) during the 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 (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 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 15th calendar day before the last day of the Lock-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 during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). 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 60th 90th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, subject to certain exceptions and without the prior written consent of Xxxxxxxxx LLC, 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 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any 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 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 Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; or hereby and (B) issue Shares or options to purchasepurchase Shares, or issue 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 Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Cantor (which consent may be withheld in its sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, 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 60th 180th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLC, 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 (viiiix) 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 purchasepurchase 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 the Representatives (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 60th 90th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLC, Jefferies (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 Securities); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares); or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; or hereby and (B) issue ADSs, Ordinary Shares or options to purchasepurchase 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, (H) 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 Ordinary Shares; provided (x) that such plan does not provide for the transfer of ADSs or Ordinary Shares during the Lock-up Period, (y) the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and (z) such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the lock-up agreement between such shareholder and the Underwriters in connection with the offering of the Offered Securities, (I) issue ADSs or Ordinary Shares in connection with the acquisition by the Company of the securities, business, 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 (J issue ADSs or Ordinary Shares, warrants, or restricted stock awards or of options to purchase ADSs or Ordinary Shares, in each case, in connection with joint ventures, commercial relationships, lending relationships or other strategic transactions; 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 provide to Jefferies a signed Lock-Up Agreement in the form 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, Preferred Shares or Ordinary Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, 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 60th 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, Jefferies and 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) 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 SharesSecurities); or (viii) 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, free shares or options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)) to purchase ADSs or Ordinary Shares, or procure the issuance of ADSs or Ordinary Shares upon exercise of options 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, the Prospectus and the French Listing Prospectus) provide to Jefferies and Cowen, on behalf of 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 issuable pursuant to the terms of a stock option, stock bonus or other similar stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus, the Prospectus and the French Listing Prospectus; and (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 or other assets of another person or 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) such ADSs or Ordinary Shares shall not in the aggregate exceed 5% of the Company’s outstanding share capital immediately following the consummation of the offering of the Offered Securities contemplated by this Agreement and (y) the recipients thereof provide to Jefferies and Cowen, on behalf of the Underwriters, a signed agreement substantially in the same form as the Lock-Up Agreement on 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 options other rights to purchaseacquire 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 60th 180th day following the date of the Prospectus (such period period, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, 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 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any 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 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 Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) 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 Shares, options or Restricted Stock Units (“RSUs”) to purchase Shares, or issue 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, provided that the recipients thereof provide to the Representatives a signed Lock Up Agreement in the form of Exhibit C 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 that the recipients thereof provide to the Representatives a signed Lock Up Agreement in the form of Exhibit C hereto, (D) file a registration statement on Form S-8 to register Shares issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, Time of Sale Prospectus and the Prospectus and (E) issue up to 5% of the total outstanding shares of common stock of the Company immediately following the completion of the offering of the Offered Shares, 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 Shares or options any securities exchangeable or exercisable for or convertible into Shares, or to purchaseacquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, 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 60th 90th day following the date of this Agreement (as the Prospectus (such period being referred to herein same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, Jefferies (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 Shares or Related Securities (as defined below); (ii) effect any short salepledge, 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any 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 Shares of, or Related Securities; (vii) 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 Shares, 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 Shares); ) or (viii) 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 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 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 15th calendar day before the last day of the Lock-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 options distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to purchasesuch extension). The Company will provide the Underwriters 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 ending on the 60th 45th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), neither the Company will notnor the Operating Partnership will, without the prior written consent of Xxxxxxxxx LLC, the Representatives (which consent may be withheld in their 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 Shares or Related Securities (as defined below); (ii) effect any short salepledge, 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 Shares , or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any 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 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 Shares of, or Related Securities; (vii) file any registration statement under the Securities Act in respect of, any shares of any Shares Common Stock or Related Securities (other than as contemplated by this Agreement with respect Common Units, options or warrants to acquire shares of the Offered Shares); Common Stock or (viii) Common Units or securities exchangeable or exercisable for or convertible into shares of Common Stock or Common Units, or publicly announce the an intention to do any of the foregoing; provided, howeverother than (i) the issuance and sale, that if any, of Company Shares to the Underwriters as contemplated by this Agreement, (ii) the issuance of Common Units by the Operating Partnership to the Company may in return for the Company’s contribution to the Operating Partnership of the net proceeds received from the Underwriters for the sale of any Company Shares as contemplated by this Agreement, (iii) the issuance of Common Stock or options, restricted stock units or other equity awards to purchase Common Stock pursuant to, and the issuance of Common Stock upon exercise of options, restricted stock units or other equity awards issued under, any stock option, stock bonus or other stock plan or similar arrangement described in the Prospectus, and the issuance of Common Stock upon the redemption of Common Units pursuant to the Partnership Agreement, (iv) the issuance of Common Units in connection with an acquisition of real property so long as (A) effect the transactions contemplated hereby; 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) issue the recipients of such Common Units agree in writing delivered to the Representatives not to sell, offer, dispose of or otherwise transfer any shares of Common Stock issuable upon redemption of such Common Units during the Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in the sole discretion of the Representatives), or (v) transactions under or pursuant to the Forward Sale Agreements, including the issuance and transfer, if any, of shares of Common Stock to the applicable Forward Purchasers and the issuance of Common Units by the Operating Partnership to the Company in return for the Company’s contribution to the Operating Partnership of any net proceeds received upon the sale of any Confirmation Shares or options pursuant to purchasethe Forward Sale Agreements.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 60th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, Jefferies and 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) 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 SharesSecurities); or (viii) 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 purchasepurchase 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, provided that the recipients thereof provide to the Representatives a signed lock-up agreement substantially in the form of Exhibit A hereto (the “Lock-Up Agreement”), (C) issue ADSs or Ordinary Shares pursuant to the exercise of options or warrants, in each case, outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) 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 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 or other assets of another person or 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) such ADSs or Ordinary Shares shall not in the aggregate exceed 5% of the Company’s outstanding share capital immediately following the consummation of the offering of the Offered Securities 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 60th 90th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, Xxxxxxx Xxxxx (which consent may be withheld in their Xxxxxxx Xxxxx’x sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below)lend; (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 Shares or Related Securities); (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any Shares or Related SecuritiesSecurities (as defined below ); (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 Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; or (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) 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 Shares or options to purchasepurchase Shares, or issue Shares upon exercise of options or warrants, pursuant to any stock option, stock bonus or other stock plan, arrangement or agreement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the recipient of such Shares or options execute a lock-up agreement with the Underwriters, substantially in the form set forth as Exhibit A hereto, pursuant to which they agree not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Xxxxxxx Xxxxx (which consent may be withheld in Xxxxxxx Xxxxx’x sole discretion). For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses 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 Xxxxxxx Xxxxx waives, in writing, such extension (which waiver may be withheld in its sole discretion). 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 60th 90th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLCJefferies, Pxxxx Xxxxxxx and 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 ADSs 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 (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; or hereby and (B) issue ADSs, Ordinary Shares or options to purchasepurchase 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, (D) 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 Ordinary Shares; provided (x) that such plan does not provide for the transfer of ADSs or Ordinary Shares during the Lock-up Period, (y) the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and (z) such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the lock-up agreement between such shareholder and the Underwriters in connection with the offering of the Offered Shares, (E) issue ADSs or Ordinary Shares in connection with the acquisition by the Company of the securities, business, 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 (F) issue ADSs or Ordinary Shares, warrants, or restricted stock awards or of options to purchase ADSs or Ordinary Shares, in each case, in connection with joint ventures, commercial relationships, lending relationships or other strategic transactions; 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 provide to Jefferies a signed Lock-Up Agreement in the form 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 and including the 60th 90th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLCJxxxxxxxx, Xxxxxx Xxxxxxx, Txxxxx and 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 share split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares); or (viiiix) 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 purchasepurchase 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, 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 Jxxxxxxxx, Xxxxxx Xxxxxxx, Truist and 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 or the Prospectus; (E) file a registration statement on Form F-6 to register ADSs; (F) issue Ordinary Shares pursuant to the 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 the Registration Statement, the Time of Sale Prospectus and the Prospectus, (G) 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 alliances, commercial, lending or other collaborative or strategic transaction, 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 shall not exceed 5% of the total number of Ordinary Shares of the Company immediately following the completion of the transactions contemplated by this Agreement and (y) each recipient thereof provides to the Representatives a signed Lock-up Agreement substantially in the form of Exhibit A hereto; and (H) facilitate the establishment of a trading plan on behalf of a shareholder of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs or Ordinary Shares, provided that such plan does not provide for the transfer of shares of ADSs or Ordinary Shares 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 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 60th sixtieth (60th) day following the date of the Prospectus (such period 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 Xxxxxxxxx LLC, Cantor and Baxxx (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securitiesin; (iv) in any other way transfer or dispose of any 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 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 Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may may: (A) effect the transactions contemplated hereby; or (B) issue Shares or options to purchasepurchase Shares, or issue 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; (C) sell, offer to sell, or contract to sell any debt securities that are convertible into Shares or Related Securities, provided, that such debt securities shall not be convertible earlier than six (6) months following the date hereof at an effective conversion price that is less than 120% of the Firm Share Purchase Price; (D) register securities issuable pursuant to any stock option, stock bonus or other arrangement on a Registration Statement on Form S-8; and (E) register securities on a shelf registration on a Form S-3, provided that no securities are actually offered or sold pursuant to such registration statement during the Lock-up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, 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 60th 90th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, Jefferies and 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) 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 SharesSecurities); or (viii) 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 incentive awards for ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise or vesting of incentive awards, pursuant to any share option, share bonus or other incentive award plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) issue ADSs or Ordinary Shares pursuant to the exercise of options or warrants, in each case, outstanding on the date hereof and described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a registration statement on Form S-8 to purchaseregister 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 in connection with any joint venture, commercial or collaborative relationship or the acquisition or license by the Company of the securities, business, property or other assets of another person or 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) such ADSs or Ordinary Shares shall not in the aggregate exceed 5% of the Company’s outstanding share capital immediately following the consummation of the offering of the Offered Securities 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 60th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, Jefferies (which consent may be withheld in their its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any 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 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 Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may other than (A) to effect the transactions contemplated hereby; or , (B) issue issuing Shares or options to purchasepurchase Shares, or issue 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 the Representative a signed Lock-Up Agreement substantially in the form of Exhibit A hereto, (C) the filing of 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, (D) assisting 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 shares of Common Stock; provided (x) that such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, (y) the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period and (z) 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 Shares, or (E) up to 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Offered Shares, issued by the Company in connection with mergers, acquisitions or commercial or strategic transactions (including, without limitation, joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property licenses), provided that the recipients of the shares of Common Stock execute a Lock-up Agreement during the Lock-up Period in substantially the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, 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 60th 180th day following the date of the Prospectus (such period being referred to herein as the same may be extended as described below, the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, 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 Shares or Related Securities (as defined below); (ii) effect any short salepledge, 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 Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or otherwise dispose of any Shares or Related Securities; (v) enter into any swaptransfer, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any 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 Shares of, or Related Securities; (vii) file any registration statement under the Securities Act in respect of of, any Shares, 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 Shares); ) or (viii) 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 Shares or options to purchasepurchase Shares, or issue Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in each Applicable Prospectus, may file one or more Registration Statements on Form S-8 and may effect the conversion of its preferred stock as set forth in the Prospectus under the caption “Use of Proceeds”; provided, further, that the Company may issue Shares or options, rights or warrants to acquire Shares or securities exchangeable or exercisable for or convertible into Shares to sellers in connection with acquisitions of assets or 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 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 material news or a 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 the occurrence of the material news or material event, as 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 60th 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Xxxxxxxxx LLC, 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 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 Shares or Related Securities; , (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; , (iv) in any other way transfer or dispose of any 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 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 Shares or Related Securities; , (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); , or (viii) 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 Shares or options to purchasepurchase Shares, or issue 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 Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Cantor (which consent may be withheld in its sole discretion), (C) file a registration statement on Form S-8 with respect to any securities

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 60th 180th day following the date of the Prospectus (such period 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 Xxxxxxxxx LLC, Jefferies and 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 SharesADSs); or (viii) 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 or other equity awards to purchasepurchase or acquire ADSs or Ordinary Shares, or issue ADSs or Ordinary Shares upon exercise of options 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 Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Jefferies and Evercore (which consent may be withheld in their sole discretion); (C) issue ADSs or Ordinary Shares pursuant to the exercise of any 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) 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 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 or other assets of another person or entity, or pursuant to any employee benefit plan as assumed by the Company in connection with any such transaction; provided, however, that in the case of clause (E), (x) the aggregate number of ADSs or Ordinary Shares issued in connection with all such acquisitions and other transactions does not exceed 5% of the Company’s outstanding ordinary share capital immediately following the consummation of the offering of the Offered ADSs contemplated by this Agreement and (y) the recipients thereof provide to the Representatives a signed agreement substantially in the same form as the Lock-Up Agreement on 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.