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 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 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 share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, (B) issue Share Capital of the Company or options to purchase Share Capital of the Company, or issue Share Capital of the Company upon exercise of warrants, options, pursuant to any share option, share bonus or other equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 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 the Representatives Jefferies and Xxxxxx Xxxxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Shares or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, hereby and (B) issue Share Capital of the Company Shares or options to purchase Share Capital of the CompanyShares, or issue Share Capital of the Company Shares upon exercise of warrants, options, pursuant to any share stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.the

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives (1) Jefferies and (2) RBC or Xxxxxxx Xxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Shares or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, (B) issue Share Capital of the Company Shares or options to purchase Share Capital of the CompanyShares, or issue Share Capital of the Company Shares upon exercise of warrants, options, pursuant to any share stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders (to the extent such holders are the Company’s officers and directors) of such capital stock of the Company Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital Shares or options during such Lock-up Period, Period (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each subject to such exceptions as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.may be

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives X.X. Xxxxxx Securities, LLC and Citigroup Global Markets Inc. (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Shares or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered SharesShares ); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Share Capital of the Company or Shares, options to purchase Share Capital of the CompanyShares or restricted stock units, or issue Share Capital of the Company Shares upon exercise of warrants, options, pursuant to any share stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock provided that any executive officers (as defined in Section 16 of the Company Exchange Act) or options agree in writing with the Underwriters not directors who are recipients thereof provide to sellX.X. Xxxxxx Securities, offer, dispose of or otherwise transfer any such Share Capital or options during such LLC and Citigroup Global Markets Inc. a signed Lock-up PeriodUp Agreement in the form of Exhibit A hereto, (C) issue Share Capital upon Shares pursuant to the conversion or exchange of outstanding preferred shares and convertible notes, or exchangeable securities or the exercise of warrants or options, in each case outstanding warrantson the date hereof, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein 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 strategic partnering transactionsany such acquisition; provided thatprovided, however, that in the case of subclause clause (ED), each recipient (x) such Shares shall not in the aggregate exceed 10% of such Share Capital or Related Securities shall have entered into the Company’s outstanding shares of common stock on a fully diluted basis after giving effect to the sale of the Offered Shares contemplated by this Agreement, and (y) the recipients thereof provide to X.X. Xxxxxx Securities, LLC and Citigroup Global Markets Inc. a signed Lock-up Up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company Shares or any securities exchangeable or exercisable for or convertible into Share Capital of the CompanyShares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the CompanyShares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives J.X. Xxxxxx, Jxxxxxxxx and Pxxxx Xxxxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Shares or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Share Capital 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 (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Share Capital of the Company Shares or options to purchase Share Capital of the CompanyShares, or issue Share Capital of the Company Shares upon exercise of warrants, options, pursuant to any share stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notesfile a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or the exercise of outstanding warrants, each as other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businessesbusiness, 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 (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic partnering transactions; provided that, in the case of subclause immediately preceding clauses (D) and (E), each recipient the aggregate number of Shares issued or underlying such Share Capital or Related Securities shall have entered into a Lock-up Agreement issued in connection with all such acquisitions and other transactions does not exceed 10% of the Underwriters substantially in aggregate number of Shares outstanding immediately following the form consummation of Exhibit A heretothe offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company Shares or any securities exchangeable or exercisable for or convertible into Share Capital of the CompanyShares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the CompanyShares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives 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 share shares of its capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) stock 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 Share Capital shares of its capital stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securitiesin; (iv) in any other way transfer or dispose of any Share Capital shares of its capital stock 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 Share Capital shares of its capital stock 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 Share Capital shares of its capital stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital shares of its capital stock 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 herebyOffered Shares, (B) issue Share Capital shares of the Company or Common Stock, options to purchase Share Capital shares of the CompanyCommon Stock, restricted stock units or other similar equity securities, or issue Share Capital shares of the Company Common Stock upon exercise or conversion of warrantsoptions, optionsrestricted stock units or similar equity securities, pursuant to any share stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock shares of the Company Common Stock or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital shares or options during such the Lock-up PeriodPeriod without the prior written consent of Cantor (which consent may be withheld in its sole discretion), (C) issue Share Capital upon the conversion shares of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital its capital stock or Related Securities in connection with a transaction that includes a commercial relationship (assuming 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 conversionequity of another entity, exercise or exchange thereof into Share Capitalprovided that (x) in an the aggregate amount number of securities issued pursuant to this clause (C) shall not to exceed represent more than 5.0% of the Company’s total number of then-outstanding Share Capital immediately following Common Stock and (y) the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of any such Share Capital or Related Securities shall have entered into a securities issued pursuant to this clause (C) during the Lock-up Agreement with the Underwriters Up Period shall enter into an agreement substantially in the form of Exhibit A hereto, (D) issue up to 30,000 shares of Common Stock to Rochal Industries, LLC (“Rochal”) pursuant to that certain Exclusive License Agreement, dated July 7, 2019, by and between the Company and Rochal, as amended, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Lock-Up Period. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company Shares or any securities exchangeable or exercisable for or convertible into Share Capital of the CompanyShares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the CompanyShares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives Barclays and Stifel (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital shares of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) Common Stock 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 Share Capital shares of Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securitiesin; (iv) in any other way transfer or dispose of any Share Capital shares of Common Stock 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 Share Capital shares of Common Stock 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 Share Capital shares of Common Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital shares of Common Stock or Related Securities (other than a registration statement on Form S-8 or 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, (B) issue Share Capital shares of the Company Common Stock or options to purchase Share Capital shares of the CompanyCommon Stock, or issue Share Capital shares of the Company Common Stock upon exercise of warrants, options, pursuant to any share stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, Prospectus and (C) issue Share Capital upon enter into an agreement providing for the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of by the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital shares of Common Stock or Related Securities and the offer and issuance of shares of Common Stock or Related Securities pursuant to such agreement, in connection with a strategic partnership, joint venture, collaboration or acquisition or license of any business products, technology or entity, provided that the aggregate number of shares of Common Stock that the Company may sell or issue pursuant to this clause (assuming C) shall not exceed 5% of the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% total number of shares of the Company’s Common Stock issued and outstanding Share Capital immediately following the completion issuance and sale of the offering Firm Shares pursuant hereto. In the event that during this period any shares of Offered Shares contemplated herein Common Stock or Related Securities are issued as permitted in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause clause (EC), each recipient above, (1) all recipients of any such Share Capital shares of Common Stock or Related Securities shall have entered enter into a Lock“lock-up Agreement with the Underwriters up” agreements substantially in the form of Exhibit A heretohereto and (2) the Company shall provide the Representatives reasonable advance notice of the Company’s entry into any such agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital shares of the Company Common Stock or any securities exchangeable or exercisable for or convertible into Share Capital shares of the CompanyCommon Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital shares of the CompanyCommon Stock.

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 180th 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 the Representatives 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 share capital of the Companypledge, whether in the form of ordinary sharesassign, preferred shares or otherwise (“Share Capital”) or Related Securities (as defined below); (ii) effect any short sale, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or otherwise dispose of any Share Capital 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 Share Capital 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 Share Capital of, or Related Securities; (vii) file any registration statement under the Securities Act in respect of of, any Share Capital Shares, options, rights or Related Securities warrants to acquire Shares or 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, (B) issue Share Capital of the Company Shares or options to purchase Share Capital of the CompanyShares, or issue Share Capital of the Company Shares upon exercise of warrants, options, pursuant to any share employee benefit, stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration StatementProspectus. Notwithstanding the foregoing, if (i) during the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock last 17 days of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, Company issues an earnings release or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file material news or a Registration Statement on Form S-8 material event relating to the Share Capital granted pursuant to Company occurs, (ii) enter into any swap, hedge or reserved for issuance under any share-based compensation plans similar arrangement or agreement that transfers in whole or in part, the economic risk of ownership of the Company described in the Registration StatementShares, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital Shares currently or hereafter owned either of record or beneficially by the Company or (iii) 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, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital certifying on behalf of the CompanyCompany 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 NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Underwriter 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 Underwriter 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 ending on and including the 180th 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 the Representatives Underwriter (which consent may be withheld in their at the Underwriter’s sole discretion), 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 share capital of the Companypledge, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) or Related Securities (as defined below); (ii) effect any short sale, transfer or establish or increase any an open “put equivalent position” (as defined in within the meaning of Rule 16a-1(h) under the Exchange Act) , or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or otherwise dispose of any Share Capital 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 Share Capital 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 Share Capital of, or Related Securities; (vii) file any registration statement under the Securities Act in respect of of, any Share Capital Shares, options, rights or Related Securities warrants to acquire Shares or 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 issue (Ai) effect the transactions contemplated hereby, (B) issue Share Capital of the Company Shares or options to purchase Share Capital of the CompanyShares, or issue Share Capital of the Company Shares upon exercise of warrants, options, pursuant to any share stock option, share bonus stock bonus, employee stock purchase plan or other equity incentive or employee share purchase stock plan or arrangement described in each Applicable Prospectus, (ii) Shares pursuant to the Registration Statement, exercise of warrants outstanding at the Time date of Sale the Prospectus and described in the ProspectusProspectus and (iii) Shares issued pursuant to the conversion of Series C Preferred Stock pursuant to the agreement among the Company, but only if Rockport Capital Partners II, L.P. and NGP Energy Technology Partners, L.P. related to the holders of such capital stock conversion of the Company or options agree Company’s Series C Preferred Stock for shares of the Company’s common stock as described under “Prospectus Supplement Summary—Recent Developments—Conversion of Preferred Stock” in writing with the Underwriters not to sellApplicable Prospectus (the “Conversion Agreement”). Notwithstanding the foregoing, offer, dispose if (i) during the last 17 days of or otherwise transfer any such Share Capital or options during such the Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, Company issues an earnings release or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file material news or a Registration Statement on Form S-8 material event relating to the Share Capital granted pursuant Company occurs or (ii) prior to or reserved for issuance under any share-based compensation plans the expiration of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with Period, the Underwriters substantially in Company announces that it will release earnings results during the form of Exhibit A hereto. For purposes 16-day period beginning on the last day of the foregoingLock-up Period, “Related Securities” shall mean any options or warrants evidencing Share Capital then in each case the Lock-up Period will be extended until the expiration of the Company or other rights to acquire Share Capital 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 any securities exchangeable or exercisable for or convertible into Share Capital Chief Executive Officer of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital certifying on behalf of the CompanyCompany 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 NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by the Underwriter 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 Underwriter 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 Except as disclosed on Schedule 3(n) herein, during the period commencing on and including the date hereof and continuing through and including the 180th 30th 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 the Representatives 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 share shares of capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise stock (“"Share Capital”") 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 Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, hereby and (B) issue Share Capital of the Company or options to purchase Share Capital of the Company, or issue Share Capital of the Company upon exercise of warrants, optionsoptions or warrants outstanding on the date hereof, pursuant to any share stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital Shares or options during such Lock-up Period, (C) issue Share Capital upon Period without the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans prior written consent of the Company described Representative (which consent may be withheld in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (Eits sole discretion), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “"Related Securities” " shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 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 share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, hereby and (B) issue Share Capital of the Company or options to purchase Share Capital of the Company, or issue Share Capital of the Company upon exercise of warrants, options, pursuant to any share option, share bonus or other equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue the issuance of Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactionstransactions without the prior written consent of the Representatives; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or depositary receipts evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 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 share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, (B) issue Share Capital of the Company or options to purchase Share Capital of the Company, or issue Share Capital of the Company upon exercise of warrants, options, pursuant to any share option, share bonus or other equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (ED) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (ED), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives Jefferies, Evercore and Deutsche Bank (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Shares or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, (B) issue Share Capital of the Company Shares or options to purchase Share Capital of the CompanyShares, or issue Share Capital of the Company Shares upon exercise of warrantsoutstanding warrants or other convertible securities, upon exercise of any options, pursuant to any share stock option, share bonus stock bonus, employee stock purchase or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital Shares or options during such Lock-up Period, Period without the prior written consent of Jefferies (which consent may be withheld in its sole discretion) and (C) issue Share Capital upon file a registration statement on Form S-8 to register Shares issuable pursuant to the conversion terms of outstanding preferred shares and convertible notesstock option, stock bonus or the exercise of outstanding warrants, each as other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company Shares or any securities exchangeable or exercisable for or convertible into Share Capital of the CompanyShares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the CompanyShares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 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 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 share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, (B) issue Share Capital of the Company or options to purchase Share Capital of the Company, or issue Share Capital of the Company upon exercise of warrants, options, pursuant to any share option, share bonus or other equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.writing

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 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 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 share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, (B) issue Share Capital of the Company or options to purchase Share Capital of the Company, or issue Share Capital of the Company upon exercise of warrants, options, pursuant to any share option, share bonus or other equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital capital stock or options during such Lock-up PeriodPeriod without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), and (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein 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 as assumed by the Company in connection with strategic partnering transactions; provided thatany such acquisition, provided, however, in the case of subclause this clause (EC), each recipient of (x) such Share Capital or Related Securities shall have entered into not in the aggregate exceed [●]3 and (y) the recipients thereof provide to the Representatives a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A heretoUp Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period being referred to herein as the “Lock-up Period”), neither the Company will notnor Affimed will, without the prior written consent of the Representatives 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 share capital stock of the Company, whether in Company or Affimed (the form of ordinary shares, preferred shares or otherwise (“Share CapitalCapital Stock”) 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 Share Capital Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Stock or Related Securities; (iv) in any other way transfer or dispose of any Share Capital Stock 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 Share Capital Stock 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 Share Capital Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital Stock 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, (B) issue Share Capital of the Company or grant shares, rights to receive shares, phantom equity settleable into shares or options to purchase Share Capital of the Companyshares, or issue Share Capital shares upon settlement of the Company upon exercise phantom equity, vesting of warrants, options, pursuant to any share option, share bonus or other equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.right

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives 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 share capital stock of the Company, whether in Company (the form of ordinary shares, preferred shares or otherwise (“Share CapitalCapital Stock”) 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 Share Capital Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Stock or Related Securities; (iv) in any other way transfer or dispose of any Share Capital Stock 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 Share Capital Stock 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 Share Capital Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital Stock 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, (B) issue Share Capital of the Company or grant shares, rights to receive shares, phantom equity settleable into shares or options to purchase Share Capital of the Companyshares, or issue Share Capital shares upon settlement of the Company upon phantom equity, vesting of a right to receive shares or exercise of warrants, options, pursuant to any share option, share bonus equity compensation plans or other equity incentive or employee share purchase plan or arrangement arrangements described in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or any other equity compensation plan or arrangement, but only if the holders of such capital stock of the Company shares, phantom equity, rights to receive shares or options listed on Exhibit B agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital shares, rights to receive shares, phantom equity or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives Xxxxxxx Xxxxx & Co. LLC, Leerink Partners LLC and Xxxxx Xxxxxxx & Co. (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Shares or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Share Capital Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); (viii) effect a reverse stock split, recapitalization or share consolidation; or (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Share Capital of the Company Shares or options to purchase Share Capital of the CompanyShares, or issue Share Capital of the Company Shares upon exercise of warrants, options, pursuant to any share stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if (C) file one or more registration statements on Form S-8, (D) offer, issue and sell Shares or Related Securities in connection with any merger, acquisition or strategic investment (including any joint venture, strategic alliance or partnership), provided, that the holders aggregate number of such Shares or Related Securities that the Company may issue or agree to issue pursuant to this clause (D) shall not exceed 5.0% of the total outstanding capital stock of the Company or options agree in writing with immediately following the Underwriters not issuance of the Offered Shares, and provided further, that the recipients thereof provide to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such the Representatives a signed Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A heretoAgreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company Shares or any securities exchangeable or exercisable for or convertible into Share Capital of the CompanyShares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the CompanyShares.

Agreement Not to Offer or Sell Additional Shares. During Except as disclosed on Schedule 3(n) herein, during the period commencing on and including the date hereof and continuing through and including the 180th 30th 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 the Representatives 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 share shares of capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise stock (“Share Capital”) 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 Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, hereby and (B) issue Share Capital of the Company or options to purchase Share Capital of the Company, or issue Share Capital of the Company upon exercise of warrants, optionsoptions or warrants outstanding on the date hereof, pursuant to any share stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company Shares or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital Shares or options during such Lock-up Period, (C) issue Share Capital upon Period without the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans prior written consent of the Company described Representative (which consent may be withheld in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (Eits sole discretion), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives 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 share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, (B) issue Share Capital of the Company or options to purchase Share Capital of the Company, or issue Share Capital of the Company upon exercise of warrants, options, pursuant to any share option, share bonus or other equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.granted

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives 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 share capital stock of the Company, whether in Company (the form of ordinary shares, preferred shares or otherwise (“Share CapitalCapital Stock”) 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 Share Capital Stock or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Stock or Related Securities; (iv) in any other way transfer or dispose of any Share Capital Stock 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 Share Capital Stock 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 Share Capital Stock or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital Stock 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, (B) issue Share Capital of the Company or grant shares, rights to receive shares, phantom equity settleable into shares or options to purchase Share Capital of the Companyshares, or issue Share Capital shares upon settlement of the Company upon phantom equity, vesting of a right to receive shares or exercise of warrants, options, pursuant to any share option, share bonus equity compensation plans or other equity incentive or employee share purchase plan or arrangement arrangements described in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus or any other equity compensation plan or arrangement, but only if the holders of such capital stock of the Company shares, phantom equity, rights to receive shares or options listed on Exhibit B agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital shares, rights to receive shares, phantom equity or options during such Lock-up PeriodPeriod without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), except as allowed pursuant to the form of Lock-up Agreement on Exhibit A, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, file any registration statement on Form S-8 or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectusa successor form thereto , (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.issuable upon

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 90th 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 the Representatives 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 share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Shares or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, (B) issue Share Capital of the Company Shares or options to purchase Share Capital of the CompanyShares, or issue Share Capital of the Company Shares upon exercise of warrants, options, pursuant to any share stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notesfile a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or the exercise of outstanding warrants, each as other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or inducement grants made to newly hired employees in compliance with Nasdaq rules, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted issue and sell shares pursuant to any existing or reserved for issuance under any sharefuture at-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately the-market sales agreement following the completion earlier to occur of (x) the offering Underwriters’ exercise in full of Offered their option to purchase the Optional Shares contemplated herein as set forth in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.Section

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 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 the Representatives Jefferies and SVB Leerink (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Shares or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); (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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding 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, ; (B) issue Share Capital of the Company or grant Shares, options to purchase Share Capital of the CompanyShares or other awards or Related Securities, or issue Share Capital of the Company Shares upon exercise of warrantsoptions, optionsor vesting or settlement of other awards or Related Securities, pursuant to any share stock option, share bonus stock bonus, stock purchase, equity incentive, or other stock or equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders holder of such capital stock of Shares, options or other awards or Related Securities, as the Company or options agree case may be, agrees in writing with the Underwriters Representatives not to sell, offer, dispose of or otherwise transfer any such Share Capital Shares or options during such Lock-up Period, Period without the prior written consent of Jefferies and SVB Leerink (which consent may be withheld in their sole discretion); (C) issue Share Capital any Shares upon the conversion of convertible preferred stock outstanding preferred shares on the date of this Agreement in connection with the transactions contemplated by this Agreement and convertible notes, or the exercise of outstanding warrants, each as described disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, ; (D) file a Registration Statement one or more registration statements on Form S-8 relating with respect to the Share Capital granted any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or reserved for issuance under any share-based compensation plans of the Company other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and or the Prospectus, and ; (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition or license by the Company of the securities, businessesbusiness, property 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; (F) issue Shares or Related Securities, or enter into an agreement to issue Shares or Related Securities, in connection with any merger, joint venture, strategic partnering transactionsalliance, commercial or other collaborative transaction; provided that, in the case of subclause immediately preceding clauses (E) and (F), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 5 % of the number of Shares outstanding on a fully diluted basis after giving effect to the consummation of the offering of the Offered Shares pursuant to this Agreement and provided further that the Company shall cause each recipient of such Share Capital shares to execute and deliver to the Underwriters, on or Related Securities shall have entered into prior to such issuance, a Lock“lock-up Agreement with the Underwriters up” agreement, substantially in the form of Exhibit A hereto; and (G) 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 of Common Stock 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 Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company Shares or any securities exchangeable or exercisable for or convertible into Share Capital of the CompanyShares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the CompanyShares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives J.X. Xxxxxx, Jefferies and Pxxxx Xxxxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Shares or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Share Capital 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 (viiiix) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Share Capital of the Company Shares or options to purchase Share Capital of the CompanyShares, or issue Share Capital of the Company Shares upon exercise of warrants, options, pursuant to any share stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notesfile a registration statement on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or the exercise of outstanding warrants, each as other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businessesbusiness, 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 (E) issue Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic partnering transactions; provided that, in the case of subclause immediately preceding clauses (D) and (E), each recipient the aggregate number of Shares issued or underlying such Share Capital or Related Securities shall have entered into a Lock-up Agreement issued in connection with all such acquisitions and other transactions does not exceed 10% of the Underwriters substantially in aggregate number of Shares outstanding immediately following the form consummation of Exhibit A heretothe offering of the Offered Shares pursuant to this Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company Shares or any securities exchangeable or exercisable for or convertible into Share Capital of the CompanyShares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the CompanyShares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives Gxxxxxx Sxxxx and Mxxxxx Sxxxxxx (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Shares or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, ; (B) issue Share Capital of the Company Shares or options to purchase Share Capital of the CompanyShares or restricted stock units or similar equity securities, or issue Share Capital of the Company Shares upon exercise of warrantsoptions, optionsrestricted stock units or similar equity securities, pursuant to any share stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or hereafter disclosed in a filing incorporated by reference into the Registration Statement; (C) file registration statements on Form S-8 or amendments thereto; (D) issue Shares upon conversion of convertible debt securities outstanding on the date hereof and in accordance with their terms, provided such convertible debt securities are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; (E) facilitate the establishment of a of a trading plan on behalf of a stockholder, but only if the holders of such capital stock officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that (i) such plan does not provide for the transfer of Shares during the Lock-Up Period and (ii) to the extent a public announcement or options agree filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Shares may be made under such plan during the Restricted Period (F) the issuance of Shares or Related Securities in writing connection with any merger or acquisition of securities, businesses, property or other assets or strategic investment (including any joint venture, strategic alliance, partnership, equipment leasing arrangement or debt financing) (a “Strategic Transaction”); provided, however, that in the case of clause (F), (x) such Shares or Related Securities shall not in the aggregate exceed 5% of the Company’s outstanding shares of common stock on a fully-diluted basis after giving effect to the sale of the Offered Shares contemplated by this Agreement and (y) the recipients thereof shall provide to the Representatives a signed Lock-Up Agreement in substantially the form of Exhibit A hereto; provided further, that neither clause (x) nor clause (y) shall apply to Shares or Related Securities issued as contingent consideration due upon the achievement of a certain commercial milestone in connection with the Underwriters not to sellacquisition of Omniome, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each Inc. as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described including in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition documents incorporated by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A heretoreference therein. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company Shares or any securities exchangeable or exercisable for or convertible into Share Capital of the CompanyShares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the CompanyShares.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives Jefferies and SVB Leerink (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Shares or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); (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 Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding 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, (B) issue Share Capital of the Company Shares or options to purchase Share Capital of the CompanyShares, or issue Share Capital of the Company Shares upon exercise of warrants, options, pursuant to any share stock option, share stock bonus or other equity incentive or employee share purchase stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notesfile one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or the exercise of outstanding warrants, each as other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and or the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted issue and sell Shares pursuant to or reserved for issuance under any shareits existing “at-based compensation plans of the Company described in the Registration Statementthe-market” offering program with Jefferies, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businessesbusiness, 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 Shares or Related Securities in connection with joint ventures, commercial relationships or other strategic partnering transactions; provided that, in the case of subclause immediately preceding clauses (E) and (F), each recipient (x) the aggregate number of Shares issued or underlying such Share Capital Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the aggregate number of Shares outstanding immediately following the consummation of the offering of the Offered Shares pursuant to this Agreement and (y) the recipients of the Shares or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives 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 share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, (B) issue Share Capital of the Company or options to purchase Share Capital of the Company, or issue Share Capital of the Company upon exercise of warrants, options, pursuant to any share option, share bonus or other equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital capital stock or options during such Lock-up PeriodPeriod without the prior written consent of Jefferies (which consent may be withheld in its sole discretion), and (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein 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 as assumed by the Company in connection with strategic partnering transactions; provided thatany such acquisition, provided, however, in the case of subclause this clause (EC), each recipient of (x) such Share Capital or Related Securities shall have entered into not in the aggregate exceed 7.5% of the number of Ordinary Shares outstanding immediately prior to giving effect to such issuance and (y) the recipients thereof provide to the Representative a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A heretoUp Agreement. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 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 the Representatives 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 share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, hereby and (B) issue Share Capital of the Company or options to purchase Share Capital of the Company, or issue Share Capital of the Company upon exercise of warrants, options, pursuant to any share option, share bonus or other equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue the issuance of Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.05% (ten percent) of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactionstransactions without the prior written consent of Jefferies; provided that, in the case of subclause subclauses (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or depositary receipts evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives Jefferies and Cowen (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, hereby and (B) issue Share Capital of the Company or options to purchase Share Capital of the Company, or issue Share Capital of the Company upon exercise of warrants, options, pursuant to any share option, share bonus or other equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of outstanding warrants, each as described set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue the issuance of Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactionstransactions without the prior written consent of Jefferies and Cowen; provided that, in the case of subclause subclauses (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto]. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or depositary receipts evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 60th day following the date of the Prospectus (such period period, as extended as described below, being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of 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 share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) Shares or Related Securities (each as defined below), including pursuant to the Sales Agreement, dated November 10, 2022, with Guggenheim 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 Share Capital Shares or Related Securities; (iii) pledge, hypothecate or grant pledge any security interest in any Share Capital Shares or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Share Capital Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); (viii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding 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, (B) issue Share Capital shares of the Company or options to purchase Share Capital of the Company, or issue Share Capital of the Company Common Stock upon exercise of warrants, options, pursuant to any share option, share bonus or other equity incentive or employee share purchase plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion of outstanding preferred shares and convertible notes, or the exercise of an option or warrant, the vesting of restricted stock units, performance stock units or deferred stock units or the conversion or exchange of a security outstanding warrants, each on the date hereof as described referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (DC) file a Registration Statement on Form S-8 relating pursuant to the Share Capital granted pursuant to or reserved for issuance under any sharestock-based compensation plans of the Company described and the Subsidiaries as referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or pursuant to any qualifying inducement award under Nasdaq Listing Rule 5635(c)(4), (D) issue shares of Common Stock 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 of not less than a majority or controlling portion of the equity of another entity, provided that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue shall not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the issuance and sale of the Offered Shares pursuant to this Agreement, (E) issue Share Capital file registration statements on Form S-8 or Related Securities (assuming a successor form thereto relating to the conversion, exercise shares of Common Stock granted pursuant to or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% reserved for issuance under the stock-based compensation plans of the Company’s outstanding Share Capital immediately following Company and the completion Subsidiary referred to in clause (C), and (F) assist any stockholder of the offering Company in the establishment of Offered Shares contemplated herein 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 of Common Stock during the Lock-Up Period, the establishment of such plan does not require or otherwise result in connection with the acquisition by the Company of the securities, businesses, property any public filings or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient public announcement of such Share Capital or Related Securities shall have entered into 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 a Lock-up Up Agreement with between such stockholder and the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.in

Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th 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 the Representatives Citigroup, Xxxxx, SVB Leerink and Piper (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any share capital of the Company, whether in the form of ordinary shares, preferred shares or otherwise (“Share Capital”) 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 Share Capital Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Share Capital Shares or Related Securities; (iv) in any other way transfer or dispose of any Share Capital 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 Share Capital 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 Share Capital Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Share Capital 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, hereby and (B) issue Share Capital of the issuance by the Company or options to purchase Share Capital of Shares upon the Company, or issue Share Capital of the Company upon exercise of warrantsan option or warrant (whether by cash exercise or “net” or “cashless exercise”) or the conversion or vesting of a security outstanding on the date hereof, options, in each case that is described in or issued pursuant to any share option, share bonus or other equity incentive or employee share purchase a plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, but only if the holders of such capital stock of the Company or options agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Share Capital or options during such Lock-up Period, (C) issue Share Capital upon the conversion issuance of outstanding preferred shares and convertible notes, Shares or other equity-based awards pursuant to the exercise of outstanding warrants, each as Company’s equity incentive award plans or employee stock purchase plan described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) file the filing of a Registration Statement on Form S-8 relating to the Share Capital granted pursuant to or reserved for issuance under any share-based compensation plans of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and (E) issue Share Capital or Related Securities (assuming the conversion, exercise or exchange thereof into Share Capital) in an aggregate amount not to exceed 5.0% of the Company’s outstanding Share Capital immediately following the completion of the offering of Offered Shares contemplated herein in connection with the acquisition by the Company of the securities, businesses, property or other assets of another person or entity or in connection with strategic partnering transactions; provided that, in the case of subclause (E), each recipient of such Share Capital or Related Securities shall have entered into a Lock-up Agreement with the Underwriters substantially in the form of Exhibit A hereto. For purposes of the foregoing, “Related Securities” shall mean any options or warrants evidencing Share Capital of the Company or other rights to acquire Share Capital of the Company or any securities exchangeable or exercisable for or convertible into Share Capital of the Company, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Share Capital of the Company.registration statement