Common use of Clear Market Clause in Contracts

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission relating to the offering by the Company of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or the conversion of a security outstanding on the date hereof; (c) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that any such optionsrecipient, restricted stock and other equity-based awards do to the extent not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject already a party to a “lock-up” agreementup agreement with Representatives, enters into a lock-up agreement substantially in the form of Annex C heretoExhibit D hereto for the remainder of the 180 day lock-up period; (eiii) the issuance by the Company filing of shares of Common Stock representing up any registration statement on Form S-8 or successor form thereto relating to 10% of the Company’s outstanding stock as of the date hereof, securities granted or to be granted pursuant to any strategic alliance, license, collaboration, plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or loan similar strategic transaction; or (iv) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements entered into during or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the Lock-Up Periodequity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the recipient of any such shares of Common Stock are subject and securities issued pursuant to a “lockthis clause (iv) during the 180-up” agreement, day restricted period described above shall enter into an agreement substantially in the form of Annex C hereto; (f) Exhibit D hereto for the potential issuance remainder of the 180 day lock-up period. If X.X. Xxxxxx Securities LLC and sale by the CompanyXxxxxxxxx LLC, in their sole discretion, agree to release or waive the restrictions set forth in a private placement to occur concurrently with the offering lock-up letter described in Section 6(m) hereof for an officer or director of the Shares contemplated hereby, Company and provide the Company with notice of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, impending release or waiver substantially in the form of Annex Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C heretohereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 60 90 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not or publicly disclose the intention to undertake any of the following: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of Mxxxxx Sxxxxxx & Co. LLC and Pxxxx Xxxxxxx & Co., other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that any such optionsrecipient, restricted stock and other equity-based awards do to the extent not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject already a party to a “lock-up” agreementup agreement with Representatives, enters into a lock-up agreement substantially in the form of Annex C heretoExhibit D hereto for the remainder of the 90 day lock-up period (except for any RSUs issued pursuant to any separation and/or consulting agreements entered into in connection the termination of certain named executive officers as described in the Report on Form 8-K dated June 7, 2023); and (eiii) the issuance filing by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition registration statement on Form S-8 or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject a successor form thereto relating to a “lock-up” agreement, substantially Company equity incentive plan or employee stock purchase plan described in the form of Annex C hereto; (f) Registration Statement, the potential issuance Pricing Disclosure Package and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretoProspectus.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representative, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise), in the ordinary course, to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option or equity compensation plan in effect as of the conversion of a security outstanding on Closing Date and described in the date hereofProspectus; (ciii) the issuance or distribution by of up to 5% of the Company of outstanding shares of Common Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock acquisitions or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationsimilar strategic transactions, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to recipients enter into a “lock-up” agreement, substantially in up agreement with the form of Annex C heretoUnderwriters; or (eiv) the issuance by the Company filing of shares of Common Stock representing up any registration statement on Form S-8 relating to 10% of the Company’s outstanding stock as of the date hereof, securities granted or to be granted pursuant to any strategic alliance, license, collaboration, plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretosimilar strategic transaction.

Clear Market. For a period of 60 90 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of JPM, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe exercise of warrants or options (including net exercise) with or the Commission relating settlement of restricted stock units (“RSUs”) (including net settlement) issued pursuant to Company Stock Plans described in the offering by Prospectus, including the Company Company’s 2021 Employee Stock Purchase Plan; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of a Company Stock Plan described in the Prospectus, including the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination2021 Employee Stock Purchase Plan, provided that each newly appointed director or executive officer that is a recipient of such options, restricted stock and other equity-based awards do not vest, in whole shares of Stock or in part, securities during the Lock-Up Restricted Period or the underlying shares are subject to shall enter into a “lock-up” agreement, up agreement with the Underwriters substantially in the form of Annex C Exhibit A hereto; (eiii) the issuance by the Company of shares of Common Stock representing up to 105% of the Company’s outstanding stock as shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the date hereofClosing Date, pursuant to any in acquisitions, collaborations, joint ventures or other similar strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Periodtransactions, provided that such shares of Common Stock are subject to recipients enter into a “lock-up” agreement, up agreement with the Underwriters substantially in the form of Annex C Exhibit A hereto; or (fiv) the potential issuance and sale by the Company, in a private placement filing of any registration statement on Form S-8 relating to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed securities granted or to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme be granted pursuant to any plan in effect on the Investor Agreement, provided that date of this Agreement and described in the case of clause (f), such shares of Common Stock are subject Prospectus or any assumed benefit plan pursuant to a “lock-up” agreement, substantially in the form of Annex C heretoan acquisition or similar strategic transaction.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or the conversion of a security outstanding to be granted pursuant to any plan in effect on the date hereofof this Agreement and described in the Prospectus or any assumed benefit plan contemplated by clause (iv); and (civ) the issuance pursuant to an acquisition or distribution similar strategic transaction or pursuant to an employee benefit plan assumed by the Company of shares of Common Stock in accordance connection with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock such acquisition or similar transaction or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed securities issued in connection with a business combinationtransaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the recipient of any such options, restricted stock shares of Stock and other equity-based awards do not vest, in whole or in part, securities issued pursuant to this clause (iv) during the Lock180-Up Period or the underlying shares are subject to a “lock-up” agreement, day restricted period described above shall enter into an agreement substantially in the form of Annex C hereto; (eExhibit D hereto for the remainder of the 180-day lock-up period. If the Representatives in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) the issuance by hereof for an officer or director of the Company of shares of Common Stock representing up to 10% and provides the Company with notice of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex C hereto; (f) Exhibit B hereto at least three business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated herebyrelease or waiver, of the number of shares needed Company agrees to maintain Genzyme’s current ownership percentage of approximately 12% of announce the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to impending release or waiver by a “lock-up” agreement, press release substantially in the form of Annex Exhibit C heretohereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than (A) the Securities to be sold hereunder or the issuance of the Underlying Securities upon conversion of the Securities, (iiiB) file any registration statement the shares of Common Stock to be sold pursuant to that certain Underwriting Agreement, dated as of the date hereof, by and among the Company and the Underwriters, (C) options to purchase Common Stock or other equity awards granted under the Company Stock Plans, provided that such options to purchase Common Stock or other equity awards (other than a with respect to annual grants to directors) do not vest during the 60-day restricted period and do not exceed 5% of the outstanding shares of Common Stock following the consummation of the offering of the Securities, or any shares of Stock of the Company issued upon the exercise of options or other equity awards granted under Company Stock Plans, (D) the filing by the Company of any registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission successor form thereto relating to the offering by the Company of any shares of Common Stock or granted under any securities convertible into or exercisable or exchangeable for Common Company Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to Plan, (a) the Shares to be sold hereunder; (bE) the issuance of securities in connection with the acquisition by the Company of shares of Common Stock upon the exercise of an option securities, business, property or other assets (other than the conversion in-license of a security outstanding on single product candidate, which shall be subject to clause (F) below) of another person or entity, or pursuant to any employee benefit plans assumed by the date hereof; Company in connection with any such acquisition or (cF) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed securities in connection with a business combinationjoint ventures, provided that such options, restricted stock and commercial relationships or other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreementtransactions, provided that in the case of clause (fF), prior to any issuance the Company shall cause each recipient of such shares of Common Stock are subject securities to execute and deliver to the Underwriters a “lockLock-up” agreement, up Agreement substantially in the form of Annex C heretoExhibit A and provided further that any issuances pursuant to clauses (E) and (F) above shall not, in the aggregate, exceed 5% of the outstanding shares of Common Stock on the date hereof.

Clear Market. For a period of 60 90 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, other than (A) the Shares to be sold hereunder or the issuance of any convertible notes concurrently with this offering and any shares of Common Stock underlying such convertible notes; (iiiB) file any shares of Stock of the Company issued upon the exercise of options or vesting of restricted stock units, in each case granted under the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”) described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (C) the issuance of Common Stock upon exercise of warrants issued to West Coast Hitech L.P., or any of its affiliates, in connection with the sixth amendment to the Company’s Wafer Supply Agreement with GLOBALFOUNDRIES Inc. and the filing by the Company of any registration statement in connection with the registration of such shares of Common Stock or such other securities; (D) any options and other than awards granted under a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (E) the filing by the Company of any registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission successor form thereto relating to a Company Stock Plan described in the offering by Registration Statement, the Company of any Pricing Disclosure Package and the Prospectus; and (F) 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 agreements, collaboration agreements or intellectual property license agreements) or any securities convertible into acquisition of assets or exercisable acquisition of not less than a majority or exchangeable for Common Stock without controlling portion of the prior written consent equity of Barclays Capital Inc. The restrictions contained in another entity, provided that (x) the preceding paragraph aggregate number of shares issued pursuant to this clause (F) shall not apply to exceed ten percent (a10%) of the Shares to be sold hereunder; (b) the issuance by the Company total number of outstanding shares of Common Stock upon immediately following the exercise issuance and sale of an option or the conversion of a security outstanding on the date hereof; Shares pursuant hereto and (cy) the issuance or distribution by the Company recipient of any such shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company securities issued pursuant to Nasdaq Listing Rule 5635(c)(4)this clause (F) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock90-Up Period or the underlying shares are subject to a “lock-up” agreement, day restricted period described above shall enter into an agreement substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C Exhibit A hereto.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to recipients enter into a “lock-up” agreement, up agreement with the Underwriters each substantially in the form of Annex C Exhibit D hereto; (eiii) the issuance by filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (iv) the filing of any registration statement on Form S-4 relating to securities to be issued to the stockholders of SONDORS Electric Bike Company and SONDORS Electric Car Company (other than the Company) in connection with the mergers of SONDORS Electric Bike Company and SONDORS Electric Car Company with and into the Company, a subsidiary of the Company of shares of Common Stock representing up to 10% or subsidiaries of the Company’s outstanding stock as ; provided that, purposes of this clause (iv), the Company shall not file such Form S-4 without the Representatives’ written consent, which shall not be unreasonably withheld. If the Representatives, in their sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition Company and provide the Company with notice of the impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex C hereto; (f) Exhibit B hereto at least three business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated herebyrelease or waiver, of the number of shares needed Company agrees to maintain Genzyme’s current ownership percentage of approximately 12% of announce the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, impending release or waiver substantially in the form of Annex Exhibit C heretohereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 60 90 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any hedging, swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representative, other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant the Shares to an existing agreementbe sold hereunder. The restrictions described above do not apply to (i) with the Commission relating to the offering by the Company issuance of any shares of Common Stock or any securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option inducement plan or an equity compensation plan in effect as of each Closing Date and described in the conversion of a security outstanding on the date hereofProspectus; (ciii) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as shares of the date hereofCommon Stock, pursuant to any or securities convertible into, exercisable for, or which are otherwise exchangeable for, Common Stock, immediately following each Closing Date, in acquisitions, strategic alliancetransactions of assets or acquisition of equity of another entity or in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, licensemarketing or distribution arrangements, collaborationcollaboration agreements, acquisition intellectual property license agreements, or loan lending agreements entered into during the Lock-Up Periodor arrangements), provided that such shares of Common Stock are subject to recipients enter into a “lock-up” agreement, substantially up agreement with the Placement Agents; or (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme Prospectus or any assumed benefit plan pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretoan acquisition or similar strategic transaction.

Clear Market. For Without the prior written consent of the Representative on behalf of the Underwriters, for a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under (other than the Securities Act filing of a registration statement required by a pre-existing arrangement described in the Registration Statement, the Pricing Disclosure Package and the Prospectus) relating to, to any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (or convert any shares of the Company’s Original Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, ) or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (other than a (a) the Shares to be sold hereunder and any shares of Original Common Stock or Common Stock of the Company issued upon the exercise of options granted under Company Stock Plans, (b) grants of any awards under Company Stock Plans, and any shares of Original Common Stock or Common Stock of the Company issued upon the exercise of options granted under Company Stock Plans, (c) the filing of any registration statement on Form S-8 relating to any shares that have been or a registration statement filed in connection with a demand for registration may be issued pursuant to an existing agreementclauses (a) with the Commission relating to the offering by the Company and (b) above and (d) sales of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or the conversion of a security outstanding on the date hereof; (c) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreementmandate of regulatory authorities including the filing of any registration statement with respect thereto. Notwithstanding the foregoing, provided if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that in it will release earnings results during the case 16-day period beginning on the last day of clause (f)the 180-day period, such shares the restrictions imposed by this Agreement shall continue to apply until the expiration of Common Stock are subject to a “lockthe 18-up” agreement, substantially in day period beginning on the form issuance of Annex C heretothe earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to recipients enter into a “lock-up” agreement, up agreement with the Underwriters substantially in the form of Annex C heretoExhibit D hereto for the remainder of the 180-day lock-up period; (eiii) the issuance by the Company of shares of Common Stock representing up to 105% of the Company’s outstanding stock as shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the date hereofClosing Date, pursuant to any in connection with one or more acquisitions of a company or business, assets or technology of another person or entity, joint ventures, commercial relationships or strategic alliancealliances (including marketing or distribution arrangements, license, collaboration, acquisition collaboration agreements or loan agreements entered into during the Lock-Up Periodintellectual property licensing agreements) or other similar strategic transactions, provided that such shares of Common Stock are subject to recipients enter into a “lock-up” agreement, up agreement with the Underwriters substantially in the form of Annex C heretoExhibit D hereto for the remainder of the 180-day lock-up period; or (fiv) the potential issuance filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and sale by described in the CompanyProspectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a private placement to occur concurrently with the offering lock-up letter described in Section 6(m) hereof for an officer or director of the Shares contemplated hereby, Company and provide the Company with notice of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, impending release or waiver substantially in the form of Annex Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C heretohereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission relating to the offering by the Company of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to JPM and Goldman, other than (aA) the Shares to be sold hereunder; , (bB) any shares of Stock of the issuance Company issued upon the exercise (including any “early”, “net” or “cashless” exercises) of options or restricted stock units granted under Company Stock Plans disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, provided that each newly appointed director or executive officer that is a recipient of such securities execute a lockup agreement for the Restricted Period in the form of Exhibit D hereto, (C) any filing by the Company of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan or any assumed employee benefit plan contemplated by clause (F), (D) any securities issued or equity awards granted under a Company Stock Plan disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, provided that each newly appointed director or executive officer that is a recipient of such securities execute a lockup agreement for the Restricted Period in the form of Exhibit D hereto, (E) any shares of Common Stock issued upon the exercise exercise, conversion or exchange of an option securities of the Company outstanding as of the date of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package or the conversion Prospectus, provided that each newly appointed director or executive officer that is a recipient of such securities execute a security lockup agreement for the Restricted Period in the form of Exhibit D hereto, and (F) up to 7.5% of the total number of outstanding on the date hereof; (c) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on securities immediately following the date hereof; (d) issuance of the grant of optionsShares, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained issued by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationmergers, acquisitions or commercial or strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses) provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up recipient execute a lockup agreement for the Restricted Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C Exhibit D hereto.

Clear Market. For a period of 60 45 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of X.X. Xxxxxx Securities LLC, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to recipients enter into a “lock-up” agreement, substantially in up agreement with the form of Annex C heretoUnderwriters; (eiii) the issuance of Shares as contemplated by the Company Purchase Agreement or (iv) the issuance of shares of Common Stock representing up to 10% of the Company’s outstanding stock as shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the date hereofClosing Date, pursuant to any in acquisitions or other similar strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Periodtransactions, provided that such shares of Common Stock are subject to recipients enter into a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently up agreement with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretoUnderwriters.

Clear Market. For a period of 60 90 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission relating to the offering by the Company of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to Representative, other than (aA) the Shares Securities to be sold hereunder; , (bB) the issuance by the Company of any shares of Common Stock of the Company issued upon the exercise of an options granted under employee stock option or plans existing on the conversion date hereof, (C) any shares of a security Common Stock of the Company issued upon exercise of any warrants outstanding on the date hereof; , (cD) any employee stock options or restricted stock issued pursuant to employee stock option plans existing at the date hereof, (E) the issuance or distribution by the Company of shares of Common Stock in accordance with of the Company issued upon conversion or exchange of outstanding convertible notes pursuant to the terms of the Company’s employee stock purchase plan and 401(k) plan instruments governing such securities as in existence effect on the date hereof; , (dF) the grant any securities of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (issued upon the conversion, swap or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form exchange of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s convertible notes outstanding stock as of the date hereof, pursuant (G) the filing and effectiveness under the Securities Act of any registration statement on Form S-8 relating to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during inducement grants made by the Lock-Up Period, provided that such Company prior to the date hereof and (H) shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur which may be offered and sold concurrently with the issuance, offering and sale of the Shares contemplated herebyUnderwritten Securities, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause a registration statement on Form S-3 (fFile No. 333-174746), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto.

Clear Market. For a period of 60 90 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not not, or publicly disclose the intent to, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or without the prior written consent of X.X. Xxxxxx Securities LLC, TD Securities (iiiUSA) file any registration statement (LLC and Xxxxxxxxx LLC other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement or described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option or equity compensation plan in effect as of the conversion of a security outstanding on Closing Date and described in the date hereofProspectus; (ciii) the issuance or distribution by of up to 5% of the Company of outstanding shares of Common Stock immediately following the Closing Date, in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock acquisitions or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationsimilar strategic transactions, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to recipients enter into a “lock-up” agreement, up agreement with the Underwriters substantially in the form of Annex C Exhibit A hereto; (eiv) the issuance by the Company filing of shares of Common Stock representing up any registration statement on Form S-8 relating to 10% of the Company’s outstanding stock as of the date hereof, securities granted or to be granted pursuant to any strategic alliance, license, collaboration, plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or loan agreements entered into during similar strategic transaction or (v) sales pursuant to the Lock-Up PeriodSales Agreement, by and between the Company and Xxxxx and Company, LLC (“Xxxxx”) dated August 10, 2022, as amended by Amendment No. 1 to the Sales Agreement, by and between the Company and Cowen, dated October 31, 2022, provided that no such shares sales shall be made for a period of Common Stock are subject to a “lock-up” agreement, substantially in 30 days from the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering date of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretoProspectus.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Underwriter, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including any “net” or “cashless” exercise) with or the Commission relating to settlement of RSUs (including any “net” or “cashless” settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus, (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common shares of Stock without (whether upon the prior written consent exercise of Barclays Capital Inc. The restrictions contained stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the preceding paragraph Prospectus, (iii) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock, provided that (1) such plan does not provide for the transfer of Stock during such 60-day period and (2) to the extent a public announcement or 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 not apply include a statement to the effect that no transfer of Stock may be made under such plan during such 60-day period, (aiv) the Shares repurchase of any shares of Stock pursuant to be sold hereunder; the Company’s existing share repurchase programs, agreements or rights providing for an option to repurchase or a right of first refusal on behalf of the Company pursuant to the Company’s repurchase rights or agreements that were in existence on the date hereof and described in the Prospectus and (bv) the issuance by the Company of shares of Common Stock upon or securities convertible into, exchangeable for or that represent the exercise right to receive shares of an option or the conversion of a security outstanding on the date hereof; Stock in connection with (c1) the issuance or distribution acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, or (2) the Company’s joint ventures, commercial relationships and other strategic transactions, provided the aggregate number of shares of Common Stock in accordance with that the terms Company may sell or issue or agree to sell or issue pursuant to this clause (v) shall not exceed 5% of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company total number of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with immediately following the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor by this Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto.

Clear Market. For a period of 60 90 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of J.X. Xxxxxx Securities LLC and Jxxxxxxxx LLC, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or the conversion of a security outstanding to be granted pursuant to any plan in effect on the date hereofof this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (civ) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms or securities convertible into or exchangeable for shares of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed Stock in connection with a business combinationbona fide acquisition, licensing or other strategic transaction entered into after the Effective Date of this Agreement, provided (1) that the aggregate number of shares issued pursuant to this clause (iv) shall not exceed ten percent (10%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (2) each recipient of such optionsshares pursuant to this clause (iv) shall have executed and delivered to the Representatives, restricted stock and other equity-based awards do not veston or prior to the issuance of such shares, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially up letter on the same terms as the lock-up agreement referred to in the form of Annex C heretoSection 6(l) hereof; or (ev) the issuance by the Company filing of shares of Common Stock representing up a post-effective amendment on Form S-3 to 10% of the Company’s outstanding stock as of the date hereof, pursuant effective Registration Statement on Form S-1 (Reg. No. 333-239161) with no additional securities to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that be added to such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretofiling.

Clear Market. For a period of 60 90 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that any such optionsrecipient, restricted stock and other equity-based awards do to the extent not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject already a party to a “lock-up” agreementup agreement with Representatives, enters into a lock-up agreement substantially in the form of Annex C heretoExhibit A hereto for the remainder of the 90 day lock-up period; (eiii) the issuance by the Company filing of shares of Common Stock representing up any registration statement on Form S-8 or successor form thereto relating to 10% of the Company’s outstanding stock as of the date hereof, securities granted or to be granted pursuant to any strategic alliance, license, collaboration, plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or loan similar strategic transaction; or (iv) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements entered into during or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the Lock-Up Periodequity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the recipient of any such shares of Common Stock are subject and securities issued pursuant to a “lockthis clause (iv) during the 90-up” agreement, day restricted period described above shall enter into an agreement substantially in the form of Annex C hereto; (f) Exhibit A hereto for the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering remainder of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “90 day lock-up” agreement, substantially in the form of Annex C heretoup period.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or (iii) publicly disclose the intention to undertake any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than (A) the Shares to be sold hereunder, or (iiiB) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission relating to the offering by the Company of any shares of Common Stock issued upon the conversion of convertible preferred stock outstanding on the date of this Agreement in connection with the offering contemplated by this Agreement and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The restrictions described above also do not apply to (i) the issuance of shares of Stock or any securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option or equity compensation plan described in the conversion of a security outstanding on the date hereofProspectus; (ciii) the issuance or distribution by of up to 10% of the Company of outstanding shares of Common Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereofacquisitions, joint ventures or other similar strategic transactions; or (div) the grant filing of options, restricted stock any registration statement on Form S-8 or other equity-based awards under equity incentive plans now established and currently maintained by the Company (a successor form thereto relating to securities granted or as inducement material to employees entering employment with the Company be granted pursuant to Nasdaq Listing Rule 5635(c)(4)) any stock plan described in the Prospectus or any assumed in connection with a business combination, benefit plan pursuant to an acquisition or similar strategic transaction; provided that the recipient of any such optionsshares or securities issued or granted pursuant to clauses (i), restricted stock (ii) and other equity-based awards do not vest, in whole or in part, (iii) during the Lock180-Up Period or the underlying shares are subject to day restriction period described above shall enter into a “lock-up” agreementagreement in the form of Exhibit D hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Annex C hereto; (e) Exhibit B hereto at least three business days before the issuance by effective date of the release or waiver, the Company of shares of Common Stock representing up agrees to 10% of announce the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex Exhibit C hereto; (f) hereto through a major news service at least two business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretorelease or waiver.

Clear Market. For a period of 60 90 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission relating to the offering by the Company of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to Underwriters, other than (aA) the Primary Shares to be sold hereunder; (b) the issuance by the Company of , if any, and any shares of Common Stock that may be issued and delivered pursuant to the Forward Sale Agreements and any Additional Forward Sale Agreements; (B) any shares of Stock issued upon the exercise of an option options granted under Company Stock Plans or upon the conversion vesting of a security outstanding on the date hereof; (c) the issuance or distribution by the restricted stock units granted under Company of shares of Common Stock in accordance with the terms of Plans and the Company’s employee stock purchase plan Retirement Savings Plan and 401(k) plan in existence on the date hereofTrust; (dC) the grant of options, restricted stock unit awards under Company Stock Plans; and (D) the issuance of shares of Stock pursuant to the Company’s Direct Stock Purchase Plan. For the purposes of this Agreement, “Company Stock Plans” means any stock option plans or other equity-based awards under equity incentive plans now established and currently maintained by of the Company (or and its subsidiaries as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed such plans are in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of effect on the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor this Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not or publicly disclose the intention to undertake any of the following: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that any such optionsrecipient, restricted stock and other equity-based awards do to the extent not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject already a party to a “lock-up” agreementup agreement with Representatives, enters into a lock-up agreement substantially in the form of Annex C heretoExhibit D hereto for the remainder of the 180 day lock-up period; and (eiii) the issuance filing by the Company of shares of Common Stock representing any registration statement on Form S-8 or a successor form thereto relating to a Company equity incentive plan or employee stock purchase plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up to 10% letter described in Section 6(m) hereof for an officer or director of the Company’s outstanding stock as Company and provide the Company with notice of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex C hereto; (f) Exhibit B hereto at least three business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated herebyrelease or waiver, of the number of shares needed Company agrees to maintain Genzyme’s current ownership percentage of approximately 12% of announce the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, impending release or waiver substantially in the form of Annex Exhibit C heretohereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause clauses (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission relating to the offering by the Company of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. the Representatives. The restrictions contained in the preceding paragraph shall described above do not apply to (ai) the Shares to be sold hereunder; (bii) the issuance by the Company of shares of Common Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (iii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to recipients enter into a “lock-up” agreement, up agreement with the Underwriters substantially in the form of Annex C Exhibit D hereto; (eiv) the issuance by the Company of shares of Common Stock representing up to 107.5% of the Company’s shares of Stock issued and outstanding stock as of immediately following the date hereofClosing Date, pursuant to any in acquisitions or other similar strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Periodtransactions, provided that such shares of Common Stock are subject to recipients enter into a “lock-up” agreement, up agreement with the Underwriters substantially in the form of Annex C Exhibit D hereto; or (fv) the potential issuance filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and sale by described in the CompanyProspectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a private placement to occur concurrently with the offering lock-up letter described in Section 6(k) hereof for an officer or director of the Shares contemplated hereby, Company and provide the Company with notice of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, impending release or waiver substantially in the form of Annex Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C heretohereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 60 90 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of X.X. Xxxxxx Securities LLC, other than (A) the Securities to be sold hereunder, (B) any shares of Issuable Common Stock and any shares of Common Stock of the Company issued upon the exercise of any option or warrant, or the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the Restricted Period provided that such Plan does not provide for the transfer of shares of Common Stock during the Restricted Period and the establishment of such Plan does not require or otherwise result in any public filing or other public announcement of such plan during the Restricted Period, (E) shares of Common Stock to be issued to one or more counterparties in connection with 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 (x) the aggregate number of shares of Common Stock issued under this subsection (E) shall not exceed 5% of the number of shares of Common Stock of the Company outstanding as of the date hereof; and (y) prior to such issuance, each recipient of such shares under this subsection (E) shall execute and deliver to the Representatives a “lock-up” agreement substantially in the form of Exhibit A hereto, and (F) the filing of any registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission successor form thereto relating to the offering by the Company of any shares of Common Stock granted pursuant to or any securities convertible into or exercisable or exchangeable reserved for Common Stock without issuance under the prior written consent stock-based compensation plans of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or the conversion of a security outstanding on the date hereof; (c) the issuance or distribution by the Company of shares of Common Stock and its subsidiaries referred to in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (fC), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission relating to the offering by the Company of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to X.X. Xxxxxx Securities LLC, other than (a1) the Shares to be sold hereunder; , (b2) the issuance shares of Common Stock issued in connection with any acquisition or other strategic transaction including licensing and collaborations undertaken by the Company Company, provided that the recipient shall execute a “lock-up” agreement substantially in the form of Exhibit A hereto agreeing not to dispose of such shares during the Lock-Up Period and provided further, that the number of shares of Common Stock issued pursuant to this clause (2) shall not exceed 10% of the shares of Common Stock then outstanding, (3) grants of any stock option or restricted stock unit under any Company Stock Plan established prior to the date hereof, (4) any shares of Common Stock or restricted stock units of the Company issued upon the exercise of an option options or the vesting of restricted stock units of the Company under Company Stock Plans, or automatic sales of Common Stock pursuant to the terms of the Company Stock Plans to cover tax payments or any form of “cashless” exercise generally available under such Company Stock Plans, (5) any shares of Common Stock of the Company issued upon the conversion of a security outstanding on the date hereof; , (c6) the issuance filing and effectiveness under the Securities Act of any registration statement (or distribution by any supplement or amendment to any previously-filed registration statement) that the Company of shares of Common Stock in accordance may be required to file with the terms Securities and Exchange Commission pursuant to any rights of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant holders of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s warrants outstanding stock as of the date hereof, pursuant (7) the filing and effectiveness under the Securities Act of any registration statement on Form S-8 relating to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during inducement grants made by the Lock-Up Period, provided that such Company prior to the date hereof and (8) the filing and effectiveness under the Securities Act of a resale prospectus for up to 13,527 shares of Common Stock are subject to a “lock-up” agreementissued in connection with acquisition of intellectual property. Notwithstanding the foregoing, substantially in if (A) during the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering last 17 days of the Shares contemplated hereby60-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (B) prior to the expiration of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Company’s Common Stock at 60-day period, the same public offering price as restrictions imposed by this Agreement shall continue to apply until the Shares, to Genzyme pursuant to expiration of the Investor Agreement, provided that 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event unless the Representative waived such extension in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretowriting.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Underwriter, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to recipients enter into a “lock-up” agreement, up agreement with the Underwriter each substantially in the form of Annex C Exhibit D hereto; (eiii) the issuance by filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (iv) the filing of any registration statement on Form S-4 relating to securities to be issued to the stockholders of SONDORS Electric Bike Company and SONDORS Electric Car Company (other than the Company) in connection with the mergers of SONDORS Electric Bike Company and SONDORS Electric Car Company with and into the Company, a subsidiary of the Company of shares of Common Stock representing up to 10% or subsidiaries of the Company; provided that, purposes of this clause (iv), the Company shall not file such Form S-4 without the Underwriter’s outstanding stock as written consent, which shall not be unreasonably withheld. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition Company and provide the Company with notice of the impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex C hereto; (f) Exhibit B hereto at least three business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated herebyrelease or waiver, of the number of shares needed Company agrees to maintain Genzyme’s current ownership percentage of approximately 12% of announce the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, impending release or waiver substantially in the form of Annex Exhibit C heretohereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any shares stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without (whether upon the prior written consent exercise of Barclays Capital Inc. The restrictions contained stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the preceding paragraph shall not apply to Prospectus; (aiii) the Shares to be sold hereunder; (b) the issuance filing by the Company of shares of Common any registration statement on Form S-8 or a successor form thereto relating to a Company Stock upon Plan or employee stock purchase plan described in the exercise of an option or Registration Statement, the conversion of a security outstanding on Pricing Disclosure Package and the date hereofProspectus; and (civ) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained securities by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationmergers, acquisitions or commercial or strategic transactions (including without limitation joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company aggregate number of shares of Common Stock representing up issued pursuant to this clause (iv) does not exceed 10% of the Company’s securities outstanding stock as immediately following the issuance and sale of the date hereof, Underwritten Shares pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, hereto; provided that such shares recipients of Common Stock are subject or securities issued pursuant to clauses (i), (ii) and (iv) above shall enter into a “lock-up” agreement, up agreement with the Underwriters substantially in the form of Annex C hereto; (f) Exhibit D hereto for the potential issuance and sale by remainder of the Company180-day restricted period described above. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a private placement to occur concurrently with the offering lock-up letter described in Section 6(k) hereof for an officer or director of the Shares contemplated hereby, Company and provide the Company with notice of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to impending release or waiver by a “lock-up” agreement, press release substantially in the form of Annex Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C heretohereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Common Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the filing of any registration statement on Form S-8 relating to securities granted or the conversion of a security outstanding to be granted pursuant to any plan in effect on the date hereofof this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (civ) the issuance Common Shares or distribution by other securities of the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed issued in connection with a business combinationtransaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or equity of another entity (whether by merger, consolidation, acquisition of equity interests or otherwise), provided that (x) the aggregate number of shares issued pursuant to this clause (iv) shall not exceed ten percent of the total number of outstanding Common Shares immediately following the issuance and sale of the Underwritten Shares pursuant hereto and (y) the recipient of any such optionsshares of Common Shares or securities issued pursuant to this clause (iv) during the 180-day restricted period described above shall enter into a lock-up agreement with the Underwriters; or (v) the Common Shares issuable to Stichting VUmc (“VUmc”) pursuant to the Restated and Amended License and Assignment Agreement, restricted stock dated as of February 25, 2021, between VUmc and other equitythe Company, provided that VUmc shall enter into a lock-based awards do not vestup agreement with the Underwriters. If the Representatives, in whole their sole discretion, agree to release or waive the restrictions set forth in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, up letter described in Section 6(o) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Annex C hereto; (e) Exhibit B hereto at least three business days before the issuance by effective date of the release or waiver, the Company of shares of Common Stock representing up agrees to 10% of announce the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex Exhibit C hereto; (f) hereto through a major news service at least two business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretorelease or waiver.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of Xxxxxxxxx LLC and Guggenheim Securities, LLC other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement or described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common shares of Stock without (whether upon the prior written consent exercise of Barclays Capital Inc. The restrictions contained stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan or employee stock purchase plan in effect as of the Closing Date and described in the preceding paragraph Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect as of the Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) shares of Stock to The Broad Institute and the President and Fellows of Harvard College pursuant to the Company’s Cas9 License Agreement; (v) shares of Stock or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity, provided that (x) the aggregate number of shares issued pursuant to this clause (v) shall not apply to exceed five percent (a5%) of the total number of outstanding shares of Stock immediately following the issuance and sale of the Shares pursuant hereto and (y) the Shares recipient of any such shares of Stock and securities issued pursuant to be sold hereunderthis clause (v) during the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit A hereto for the remainder of the 60 day lock-up period; (bvi) the issuance by the Company of shares of Common Stock upon the exercise of an option or the conversion of a security outstanding on the date hereof; (c) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationsales under an “at-the-market” equity offering program pursuant to an Open Market Sale AgreementSM (the “Sale Agreement”) between the Company and Xxxxxxxxx LLC dated as of July 1, 2022, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during no sales shall be made under the Lock-Up Period or Sale Agreement until the underlying shares are subject to a “lock-up” agreement, substantially in the form earlier of Annex C hereto; (ex) the issuance exercise in full by the Company Underwriters of shares of Common Stock representing up their option to 10% purchase the Option Shares or (y) the thirtieth day following the date of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition Prospectus; or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (fvii) the potential issuance and sale by the Company, Company in a private placement to occur concurrently with the offering of the Underwritten Shares contemplated hereby, of the number of shares needed hereby to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock Xxx Xxxxx and Company at the same price as the public offering price as the Underwritten Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option or equity compensation plan in effect as of the conversion of a security outstanding on Closing Date and described in the date hereofProspectus; (ciii) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions or pursuant to an employee benefit plan assumed by the Company in connection with such acquisitions or similar transactions or other securities issued in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Periodequity of another entity, provided that such recipients of any such shares of Common Stock are subject and/or securities issued pursuant to this clause (iii) during the 180-day restricted period described above enter into a “lock-up” agreementup agreement with the Underwriters for the remainder of the 180-day restricted period; or (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction contemplated by clause (iii). If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Annex C hereto; (f) Exhibit B hereto at least three business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated herebyrelease or waiver, of the number of shares needed Company agrees to maintain Genzyme’s current ownership percentage of approximately 12% of announce the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to impending release or waiver by a “lock-up” agreement, press release substantially in the form of Annex Exhibit C heretohereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with with, or submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition disposition, submission or filing, or (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission relating to the offering by the Company of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to JPM and BofA, other than (aA) the Shares to be sold hereunder; , (bB) any shares of Stock of the issuance Company issued upon the exercise (including any “early”, “net” or “cashless” exercises) of options or restricted stock units granted under Company Stock Plans disclosed in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or, in each case, any document incorporated by reference therein, provided that each newly appointed director or executive officer that is a recipient of such securities execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto, (C) any filing by the Company of a Registration Statement on Form S-8 relating to a Company Stock Plan, inducement award or employee stock purchase plan or any assumed employee benefit plan contemplated by clause (F), (D) any securities issued or equity awards granted under a Company Stock Plan disclosed in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or, in each case, any document incorporated by reference therein, provided that each newly appointed director or executive officer that is a recipient of such securities execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto, (E) any shares of Common Stock issued upon the exercise exercise, conversion or exchange of an option or securities of the conversion Company outstanding as of a security outstanding on the date hereof; of this Agreement and disclosed in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or, in each case, any document incorporated by reference therein, provided that each newly appointed director or executive officer that is a recipient of such securities execute a lockup agreement for the Restricted Period in the form of Exhibit A hereto, and (cF) up to 7.5% of the issuance or distribution by the Company total number of outstanding shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on securities immediately following the date hereof; (d) issuance of the grant of optionsShares, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained issued by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationmergers, acquisitions or commercial or strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses) provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up recipient execute a lockup agreement for the Restricted Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C Exhibit A hereto.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representative, other than a registration statement on Form S-8 the Units to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that such options, restricted stock recipients enter into a lock-up agreement with the Underwriters; or (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and other equity-based awards do not vestdescribed in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representative, in whole its sole discretion, agree to release or waive the restrictions set forth in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Annex C hereto; (e) Exhibit A hereto at least three business days before the issuance by effective date of the release or waiver, the Company of shares of Common Stock representing up agrees to 10% of announce the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex C hereto; (f) Exhibit B hereto through a major news service at least two business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretorelease or waiver.

Clear Market. For a period of 60 [●] days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock Stock, or any securities convertible into or exercisable or exchangeable for Stock, including limited liability company interests in the LLC convertible or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representative. The restrictions described above do not apply to (i) the Shares to be sold hereunder, (ii) Stock issued, transferred, redeemed or exchanged in connection with, or on substantially the same terms as, the Exchange Agreement, provided that the recipients of such Stock or units pursuant to this clause (iiiii) file agree to be bound in writing by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any registration statement party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a registration statement filing on a Form S-8 5 made after the expiration of the Restricted Period referred to above), (iii) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (iv) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that if such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to recipient has previously delivered a “lock-up” agreement, agreement substantially in the form of Annex C Exhibit D hereto, such stock options, stock awards, restricted stock, RSUs, or other equity awards or such shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock will be subject to the terms of such lock-up; (ev) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement (or shares of Class A common stock issued in exchange for such securities pursuant to the Exchange Agreement) and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (vi) the issuance of up to 35,655 shares of Class B Common Stock to holders of Class B-1 units of the LLC, provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such issuance prior to the expiration of the Restricted Period referred to above; (vii) the issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; or (viii) the issuance of shares of Common Stock representing up to 10or other securities (including securities convertible into shares of Stock) in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of clauses (vii) and (viii), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not exceed 5% of the Company’s outstanding stock as Stock of the date hereof, pursuant to Company following the offering of the Shares and any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that recipients of such shares of Common Stock are subject to Shares shall deliver a “lock-up” agreement, agreement substantially in the form of Annex C Exhibit D hereto; (f) the potential issuance and sale by the Company. If [●], in its sole discretion, agrees to release or waive the restrictions set forth in a private placement to occur concurrently with the offering lock-up letter described in Section 8(l) hereof for an officer or director of the Shares contemplated hereby, Company and provide the Company with notice of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, impending release or waiver substantially in the form of Annex Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C heretohereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs or performance share awards (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, performance share awards or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option or equity compensation plan in effect as of the conversion of a security outstanding on Closing Date and described in the date hereofProspectus; (ciii) the issuance or distribution by of up to 5% of the Company of outstanding shares of Common Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in accordance with the terms one or more acquisitions of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of optionsbusinesses, restricted stock products or technologies, joint ventures, commercial relationships or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationstrategic corporate transactions, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to recipients enter into a “lock-up” agreement, substantially in up agreement with the form of Annex C heretoUnderwriters; or (eiv) the issuance by the Company filing of shares of Common Stock representing up any registration statement on Form S-8 relating to 10% of the Company’s outstanding stock as of the date hereof, securities granted or to be granted pursuant to any strategic alliance, license, collaboration, plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretosimilar strategic transaction.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise), in the ordinary course, to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option or equity compensation plan in effect as of the conversion of a security outstanding on Closing Date and described in the date hereofProspectus; (ciii) the issuance or distribution by of up to 5% of the Company of outstanding shares of Common Stock Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock acquisitions or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationsimilar strategic transactions, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to recipients enter into a “lock-up” agreement, substantially in up agreement with the form of Annex C heretoUnderwriters; (eiv) the issuance by the Company of shares of Common Stock representing up to 10% upon the closing of the Company’s outstanding stock as acquisition of Boston Private Financial Holdings, Inc. (which, for clarity, shall not count towards the date hereof, 5% limitation described in clause (iii)); or (v) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any strategic alliance, license, collaboration, plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretosimilar strategic transaction.

Clear Market. For a period of 60 45 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of any one of BofA Securities, Inc. (“BofA”), J.X. Xxxxxx Securities LLC (“J.X. Xxxxxx”), Barclays Capital Inc. (“Barclays”), and Jxxxxxxxx LLC (“Jefferies”), other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of RSUs (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) file the filing of any registration statement (other than a registration statement on Form S-8 relating to securities granted or a registration statement filed to be granted pursuant to any plan in connection with a demand for registration effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an existing agreementacquisition or similar strategic transaction; (iv) the issuance of shares of common stock in the Concurrent Private Placement; or (v) the filing of any registration statement on Form S-4 or other appropriate form with the Commission relating respect to the offering issuance by the Company of any shares of Common Stock any class of the common stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or the conversion of a security outstanding on the date hereof; (c) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms any class of the Company’s employee common stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a future business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole combinations or in part, during the Lock-Up Period acquisitions (or the underlying shares are subject to a “lock-up” agreement, substantially in the form entering into of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, an acquisition or loan agreements entered into during the Lock-Up Periodsimilar agreement with respect thereto); provided that, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (fiv), such the aggregate number of shares of Common Stock are subject common stock issued in connection with, all such business combinations or acquisitions does not exceed 5% of the aggregate number of shares of common stock outstanding immediately following the offering of shares pursuant to a this Agreement and the recipient of the shares of common stock agrees in writing to be bound by the same terms described in the “lock-up” agreement, substantially agreement described in the form of Annex C heretoSection 6(m) hereof.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Closing Date, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Common Stock to be sold in the Offering. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or the conversion of a security outstanding to be granted pursuant to any plan in effect on the date hereofof this Agreement and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (civ) the issuance stock donation to the Charitable Foundation described in the Registration Statement; and (v) any acquisition or distribution by proposed acquisition of a business (including substantially all of the assets of any business) pursuant to an agreement entered into after the Closing Date. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(k) hereof for an officer or director of the Company of shares of Common Stock in accordance and provide the Company with the terms notice of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock impending release or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, waiver substantially in the form of Annex C hereto; (e) Exhibit A hereto at least three business days before the issuance by effective date of the release or waiver, the Company of shares of Common Stock representing up agrees to 10% of announce the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex C hereto; (f) Exhibit B hereto through a major news service at least two business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretorelease or waiver.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representative, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that such options, restricted stock recipients enter into a lock-up agreement with the Representative; or (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and other equity-based awards do not vestdescribed in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representative, in whole its sole discretion, agree to release or waive the restrictions set forth in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Annex C hereto; (e) Exhibit B hereto at least three business days before the issuance by effective date of the release or waiver, the Company of shares of Common Stock representing up agrees to 10% of announce the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex Exhibit C hereto; (f) hereto through a major news service at least two business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretorelease or waiver.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the issuance of up to 5% of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the conversion Closing Date, in connection with any bona fide licensing, commercialization, joint venture, technology transfer, acquisition, development collaboration or other strategic transaction, provided that for (i)-(iii) such recipients enter into a lock-up agreement with the Underwriters; or (iv) the filing of a security outstanding any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date hereof; (cof this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) the issuance hereof for an officer or distribution by director of the Company of shares of Common Stock in accordance and provide the Company with the terms notice of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock impending release or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, waiver substantially in the form of Annex C hereto; (e) Exhibit B hereto at least three business days before the issuance by effective date of the release or waiver, the Company of shares of Common Stock representing up agrees to 10% of announce the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex C hereto; (f) Exhibit D hereto through a major news service at least two business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretorelease or waiver.

Clear Market. For a period of 60 90 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or (iii) file any registration statement (other than on Form S-8 or any successor form thereto with respect to securities issued or issuable under the Company’s equity incentive plans described in the Pricing Disclosure Package) with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission relating to the offering by the Company of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. the Representatives. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; , (b) the issuance by the Company of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof; hereof and disclosed in the Pricing Disclosure Package, (c) the issuance or distribution by the Company of shares of Common Stock or options to purchase shares of, Common Stock to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans described in accordance with the Pricing Disclosure Package and Prospectus, provided that, such shares of Common Stock and any shares received upon exercise of options are subject to the terms of any lock-up agreement signed by the Company’s employee stock purchase plan and 401(k) plan recipient in existence on connection with the date hereof; sale of the Shares as contemplated by this Agreement, or (d) the grant sale or issuance of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (entry into an agreement to sell or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed issue shares of Common Stock in connection with a business combinationthe Company’s acquisition of one or more businesses, provided that such optionsproducts, restricted assets or technologies (whether by means of merger, stock and other equity-based awards do not vestpurchase, in whole asset purchase or otherwise) or in partconnection with joint ventures, during collaboration or licensing agreements, marketing or distribution arrangements, commercial relationships or other strategic transactions; provided, that, the Lock-Up Period aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (d) shall not exceed 5% of the underlying total number of shares are subject of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement and provided further that the Company shall cause each recipient of such shares pursuant to this clause (d) to execute and deliver to you, on or prior to such issuance, a “lock-up” agreement, substantially in the form of Annex C D-1 or D-2 hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock , as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretoapplicable.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option equity compensation plan in effect as of the Closing Date and described in the Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the issuance of up to ten percent (10%) of the outstanding shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions, provided that such recipients enter into a lock-up agreement with the Underwriters; (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (v) the issuance of shares of Stock pursuant to the conversion of a security Series A Preferred Stock, par value $0.0001, of the Company outstanding on the date hereof; (cof this Agreement and described in the Prospectus. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(k) the issuance hereof for an officer or distribution by director of the Company of shares of Common Stock in accordance and provide the Company with the terms notice of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock impending release or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, waiver substantially in the form of Annex C hereto; (e) Exhibit B hereto at least three business days before the issuance by effective date of the release or waiver, the Company of shares of Common Stock representing up agrees to 10% of announce the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex Exhibit C hereto; (f) hereto through a major news service at least two business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretorelease or waiver.

Clear Market. For a period of 60 90 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of each of Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common shares of Stock without (whether upon the prior written consent exercise of Barclays Capital Inc. The restrictions contained stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the preceding paragraph shall not apply to (a) the Shares to be sold hereunderProspectus; (biii) the issuance any filing by the Company of shares a Registration Statement on Form S-8 relating to a share-based compensation plan of Common Stock upon the exercise of an option Company and its subsidiaries, inducement award or employee share purchase plan that is disclosed in the conversion of a security outstanding on Registration Statement, the date hereofPricing Disclosure Package and Prospectus or any assumed employee benefit plan contemplated by clause (iv); (civ) the issuance or distribution by of up to 5.0% of the Company of outstanding shares of Common Stock in accordance with Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of optionsClosing Date, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationmergers, acquisitions or commercial or other strategic transactions (including, without limitation, entry into joint ventures, marketing or distribution agreements or collaboration agreements or acquisitions of technology, assets or intellectual property licenses), provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to recipients enter into a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently agreement with the offering Underwriters; or (v) confidential submission with the Commission or FINRA of any registration statement under the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretoSecurities Act.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or without the prior written consent and Jxxxxxxxx LLC and Credit Suisse Securities (iiiUSA) file any registration statement (LLC, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or the conversion of a security outstanding to be granted pursuant to any plan in effect on the date hereofof this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (civ) the issuance or distribution by the Company of shares of Common Stock or securities convertible into or exchangeable for shares of Stock in accordance connection with a bona fide acquisition, licensing or other strategic transaction entered into after the terms Effective Date of this Agreement, provided (1) that the aggregate number of shares issued pursuant to this clause (iv) shall not exceed five percent (5%) of the Company’s employee stock purchase plan total number of outstanding shares of Stock immediately following the issuance and 401(ksale of the Underwritten Shares pursuant hereto and (2) plan in existence each recipient of such shares pursuant to this clause (iv) shall have executed and delivered to the Representatives, on or prior to the issuance of such shares, a lock-up letter on the date same terms as the lock-up agreement referred to in Section 6(k) hereof; and (dv) the grant filing of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained any registration statement filed by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)462(b) or assumed under the Securities Act in connection with a business combination, provided that such options, restricted stock the offer and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% sale of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap swap, hedging or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise, conversion or settlement and in respect of tax withholding payments due upon the exercise of options or the vesting of equity-based awards) with or the Commission relating to settlement of restricted stock units or other equity awards (including net settlement and in respect of tax withholding payments), in each case, outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, restricted stock units or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion Company’s employees, officers, directors, advisors or consultants pursuant to the terms of any equity compensation plan or arrangement in effect as of the Closing Date and described in the Prospectus, provided that, to the extent that such recipients are not party to a security outstanding on lock-up agreement with the date hereofUnderwriters or subject to Market Stand-Off Provisions (as defined below), such recipients enter into a lock-up agreement with the Underwriters; (ciii) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock shares of Stock (as of immediately following the date hereofClosing Date), pursuant to any or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, in acquisitions or other similar strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Periodtransactions, provided that such shares of Common Stock are subject to recipients enter into a “lock-up” agreement, up agreement with the Underwriters substantially in the form of Annex C heretoExhibit D; or (fiv) the potential issuance and sale by filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any equity compensation plan or arrangement described in the CompanyProspectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a private placement to occur concurrently with the offering lock-up letter described in Section 6(k) hereof for an executive officer or director of the Shares contemplated hereby, Company and provide the Company with notice of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, impending release or waiver substantially in the form of Annex Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C heretohereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than the Shares to be sold hereunder, the Mandatory Convertible Preferred Stock to be sold in the Concurrent Offering, any Common Stock issued as payment of a registration statement dividend on Form S-8 the shares of Mandatory Convertible Preferred Stock and the Stock issuable upon conversion of the Mandatory Convertible Preferred Stock. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common shares of Stock without (whether upon the prior written consent exercise of Barclays Capital Inc. The restrictions contained stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the preceding paragraph Prospectus, provided that such recipients enter into a lock-up agreement with the Underwriters; (iii) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (iv) as a bona fide gift to a charitable organization provided that any such transfer shall not apply to involve a disposition for value or (a) the Shares to be sold hereunder; (bv) the issuance by the Company of shares of Common Stock upon or other securities convertible into, exchangeable for or that request the exercise right to receive shares of an option or the conversion of a security outstanding on the date hereof; Stock in connection with (cx) the issuance or distribution acquisition by the Company or any of shares of Common Stock in accordance with the terms its subsidiaries of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of optionssecurities, restricted stock business, technology, property, personnel or other equity-based awards under equity incentive plans now established and currently maintained assets of another person or entity or pursuant to an employee benefit plan assumed by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationsuch acquisition, and the issuance of any securities provided that pursuant to any such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; or (ey) the issuance by the Company of shares of Common Stock representing up or securities convertible into, exchangeable for or that represent the right to 10receive shares of Stock in connection with the Company’s joint ventures, commercial relationships and other strategic relationships, provided, that the aggregate number of shares of Stock that the Company may sell or issue or agree to sell or issue pursuant to clause (v) shall not exceed 5% of the Company’s outstanding total number of shares of common stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during company outstanding immediately following the Lock-Up Periodissuance of the shares of Stock contemplated by this Agreement, provided that such shares of Common Stock are subject transferee agrees to a “enter into lock-up” agreementup restrictions substantially similar in scope and duration as the lock-up letter described in Section 6(l) hereof. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Annex C hereto; (f) Exhibit B hereto at least three business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated herebyrelease or waiver, of the number of shares needed Company agrees to maintain Genzyme’s current ownership percentage of approximately 12% of announce the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, impending release or waiver substantially in the form of Annex Exhibit C heretohereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hedge, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap swap, hedging, or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of JPM and Citi, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe exercise of warrants or options (including net exercise) with or the Commission relating to settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options, settlement of RSUs or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that each newly appointed director or executive officer that is a recipient of such options, restricted stock and other equity-based awards do not vest, in whole shares of Stock or in part, securities during the Lock-Up Restricted Period or the underlying shares are subject to shall enter into a “lock-up” agreement, up agreement with the Underwriters substantially in the form of Annex C Exhibit A hereto; (eiii) the issuance by the Company of shares of Common Stock representing up to 105% of the Company’s outstanding stock as shares of Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the date hereofClosing Date, pursuant to any in acquisitions, licenses, collaborations or other similar strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Periodtransactions, provided that such shares of Common Stock are subject to recipients enter into a “lock-up” agreement, up agreement with the Underwriters substantially in the form of Annex C Exhibit A hereto; or (fiv) the potential issuance and sale by the Company, in a private placement filing of any registration statement on Form S-8 relating to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed securities granted or to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme be granted pursuant to any plan in effect on the Investor Agreement, provided that date of this Agreement and described in the case of clause (f), such shares of Common Stock are subject Prospectus or any assumed benefit plan pursuant to a “lock-up” agreement, substantially in the form of Annex C heretoan acquisition or similar strategic transaction.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that such optionsrecipients enter into a lock-up agreement with the Underwriters; (iii) the issuance of up to 5% of the outstanding shares of Stock, restricted stock and other equity-based awards do not vestor securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, immediately following the Closing Date, in whole acquisitions or in partother similar strategic transactions, during the Lock-Up Period or the underlying shares are subject to provided that such recipients enter into a “lock-up” agreementup agreement with the Underwriters; or (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Annex C hereto; (e) Exhibit B hereto at least three business days before the issuance by effective date of the release or waiver, the Company of shares of Common Stock representing up agrees to 10% of announce the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex Exhibit C hereto; (f) hereto through a major news service at least two business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretorelease or waiver.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representative, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of RSUs (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to recipients enter into a “lock-up” agreement, up agreement with the Underwriters each substantially in the form of Annex C Exhibit D hereto; (eiii) the issuance by filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; or (iv) the filing of any registration statement on Form S-4 relating to securities to be issued to the stockholders of SONDORS Electric Bike Company and SONDORS Electric Car Company (other than the Company) in connection with the mergers of SONDORS Electric Bike Company and SONDORS Electric Car Company with and into the Company, a subsidiary of the Company of shares of Common Stock representing up to 10% or subsidiaries of the Company; provided that, purposes of this clause (iv), the Company shall not file such Form S-4 without the Representative’s outstanding stock as written consent, which shall not be unreasonably withheld. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition Company and provide the Company with notice of the impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex C hereto; (f) Exhibit B hereto at least three business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated herebyrelease or waiver, of the number of shares needed Company agrees to maintain Genzyme’s current ownership percentage of approximately 12% of announce the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, impending release or waiver substantially in the form of Annex Exhibit C heretohereto through a major news service at least two business days before the effective date of the release or waiver.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of restricted stock units or performance share units (collectively, “RSUs”) (including net settlement), in each case outstanding on the offering date of this Agreement and the description of which is incorporated by reference into the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option equity compensation plan in effect as of the Closing Date and the description of which is incorporated by reference into the Prospectus, provided that any such executive officers or directors enter into a lock-up agreement with the conversion Underwriters; or (iii) the filing of a security outstanding any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date hereof; (c) of this Agreement and the issuance description of which is incorporated by reference into the Prospectus or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase any assumed benefit plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, an acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretosimilar strategic transaction.

Clear Market. For a period of 60 180 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not not, nor will it publicly disclose the intention to, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration shares of Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of an option stock options or otherwise) to the conversion of a security outstanding on the date hereof; (c) the issuance Company’s employees, officers, directors, advisors, or distribution by the Company of shares of Common Stock in accordance with consultants pursuant to the terms of the Company’s employee stock purchase plan and 401(k) an equity compensation plan in existence on effect as of the date hereof; (d) Closing Date and described in the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationProspectus, provided that such optionsrecipients enter into a lock-up agreement with the Underwriters; (iii) the issuance of shares of Stock, restricted stock and other equity-based awards do or securities convertible into, exercisable for, or which are otherwise exchangeable for, Stock, not vestto exceed an aggregate of 5% of the number of outstanding shares of Stock immediately following the Closing Date, in whole acquisitions or in partother similar strategic transactions, during the Lock-Up Period or the underlying shares are subject to provided that such recipients enter into a “lock-up” agreementup agreement with the Underwriters; or (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Annex C hereto; (e) Exhibit B hereto at least three business days before the issuance by effective date of the release or waiver, the Company of shares of Common Stock representing up agrees to 10% of announce the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition impending release or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, waiver substantially in the form of Annex Exhibit C hereto; (f) hereto through a major news service at least two business days before the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering effective date of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretorelease or waiver.

Clear Market. For a period of 60 62 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent Xxxxxxx Xxxxx & Co. LLC, other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; and (iii) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreement) with the Commission relating to the offering by the Company issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without in connection with the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance acquisition by the Company of shares the securities, businesses, property or other assets of Common Stock upon another person or entity or in connection with strategic partnering transactions; provided that, in the exercise case of an option or the conversion of a security outstanding on the date hereof; subclause (ciii) (x) the issuance or distribution by the Company aggregate number of shares of Common Stock in accordance with the terms does not exceed 10% of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant outstanding shares of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by Stock of the Company (or as inducement material to employees entering employment with immediately following the Company issuance and sale of the Underwritten Shares pursuant to Nasdaq Listing Rule 5635(c)(4)this Agreement and (y) or assumed in connection with any such recipient shall enter into a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, up agreement substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C Exhibit A hereto.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representatives, other than a registration statement on Form S-8 the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of Stock or a registration statement filed in connection with a demand securities convertible into or exercisable for registration Stock pursuant to an existing agreementthe conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) with or the Commission relating to settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the offering by date of this Agreement and described in the Company Prospectus; (ii) grants of any shares stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without (whether upon the prior written consent exercise of Barclays Capital Inc. The restrictions contained stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the preceding paragraph shall not apply to Prospectus; (aiii) the Shares to be sold hereunder; (b) the issuance filing by the Company of shares of Common any registration statement on Form S-8 or a successor form thereto relating to a Company Stock upon Plan or employee stock purchase plan described in the exercise of an option or Registration Statement, the conversion of a security outstanding on Pricing Disclosure Package and the date hereofProspectus; and (civ) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained securities by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combinationmergers, acquisitions or commercial or strategic transactions (including without limitation joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements), provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company aggregate number of shares of Common Stock representing up issued pursuant to this clause (iv) does not exceed 10% of the Company’s securities outstanding stock as immediately following the issuance and sale of the date hereof, Underwritten Shares pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, hereto; provided that such shares recipients of Common Stock are subject or securities issued pursuant to clauses (i), (ii) and (iv) above shall enter into a “lock-up” agreement, up agreement with the Underwriters substantially in the form of Annex Exhibit C hereto; (f) hereto for the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering remainder of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock60-up” agreement, substantially in the form of Annex C heretoday restricted period described above.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”)Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make undertake any offer, sale, pledge, disposition or filingof the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (without the prior written consent of the Representative, other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant (A) the issuance of Shares to an existing agreementbe sold hereunder, (B) with the Commission relating to the offering by the Company of the Convertible Notes in the Concurrent Financing Transaction and any shares of Common Stock issuable upon conversion of the Convertible Notes and (C) the entrance into and performance of any obligations under the Call Spread Confirmations, including the issuance of any shares of Stock issuable pursuant to the exercise and settlement or termination of the transactions under the Call Spread Confirmations. The restrictions described above do not apply to (i) the issuance of shares of Stock or any securities convertible into or exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs or other equity awards and the issuance of shares of Stock or securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant to the terms of an option equity compensation plan in effect as of the Closing Date and described in the Prospectus; provided that such recipients enter into a lock-up agreement with the Underwriters; or (iii) the conversion filing of a security outstanding any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date hereof; (c) of this Agreement and described in the issuance Prospectus or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase any assumed benefit plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, an acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 12% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C heretosimilar strategic transaction.

Clear Market. For a period of 60 days after the date of the Prospectus (as may be extended as set forth below, the “Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, or (iii) file any registration statement (other than a registration statement on Form S-8 or a registration statement filed in connection with a demand for registration pursuant to an existing agreementagreement ) with the Commission relating to the offering by the Company of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Barclays Capital Inc. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or the conversion of a security outstanding on the date hereof; (c) the issuance or distribution by the Company of shares of Common Stock in accordance with the terms of the Company’s employee stock purchase plan and 401(k) plan in existence on the date hereof; (d) the grant of options, restricted stock or other equity-based awards under equity incentive plans now established and currently maintained by the Company (or as inducement material to employees entering employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4)) or assumed in connection with a business combination, provided that such options, restricted stock and other equity-based awards do not vest, in whole or in part, during the Lock-Up Period or the underlying shares are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; and (e) the issuance by the Company of shares of Common Stock representing up to 10% of the Company’s outstanding stock as of the date hereof, pursuant to any strategic alliance, license, collaboration, acquisition or loan agreements entered into during the Lock-Up Period, provided that such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto; and (f) the potential issuance and sale by the Company, in a private placement to occur concurrently with the offering of the Shares contemplated hereby, of the number of shares needed to maintain Genzyme’s current ownership percentage of approximately 1210% of the Company’s Common Stock at the same public offering price as the Shares, to Genzyme pursuant to the Investor Agreement, provided that in the case of clause (f), such shares of Common Stock are subject to a “lock-up” agreement, substantially in the form of Annex C hereto.